Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents With respect to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R Purchased Assets described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___attached Schedule A (the “TransfereePurchased Assets”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in (a) we hereby certify to you that the Prospectus Supplement, dated November 28, 2007 Purchased Assets and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit related Purchased Items are not subject to a lien of the Transfereeany third party, and have no actual knowledge that such affidavit is not true(b) we hereby release all right, and have no reason to believe that the Transferee has the intention to impede the assessment interest or collection claim of any federal, state or local taxes legally required to be paid kind other than any rights under the Master Repurchase Agreement with respect to such Purchased Assets and related Purchased Items, such release to be effective automatically without further action by any party upon payment by Purchaser of the Class A-R Certificate referred to amount of the Purchase Price contemplated under the Master Repurchase Agreement (calculated in accordance with the terms thereof) in accordance with the wiring instructions set forth in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become dueMaster Repurchase Agreement. Very truly yours, By: Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating Therefore the following exceptions are made to the issuance REPRESENTATIONS AND WARRANTIES REGARDING EACH INDIVIDUAL PURCHASED ASSET under EXHIBIT V: In January 2011 borrower requested that it be allowed to exercise all remaining extension options and that the interest rate cap requirement only apply to the then outstanding principal balance of the Chase Mortgage Finance Trust Series 2007-A3loan and not to the total outstanding commitment as provided in the Purchased Asset Documents. NewStar agreed to these requests. In June 2012 the Xxxx Plaza Purchased Asset was restructured and amended. The provisions of the restructuring included, Multi-Class Mortgage Pass-Through Certificates among others, that NewStar would write off $1,500,000 of principal on the loan and that a principal of a constituent owner of the borrower would make a mezzanine loan of $500,000 to an upstream entity owning the borrower. Subsequent to the restructuring an amendment to the modification was executed which clarified the monthly amortization schedule on the loan. In connection September 2013, NewStar determined that between January 22, 2013 and August 30, 2013 it had billed the borrower on the Xxxx Plaza Purchased Asset interest at a rate of LIBOR (with no floor) + 350 basis points while the Note for the Xxxx Plaza Purchased Asset required interest at LIBOR (floor of 2.00%) + 250 basis points. The result is that NewStar underbilled interest to the borrower by $37,590.63. NewStar is working with the administration borrower to collect this amount. Failure by the borrower to pay such amount would be an event of default under the Mortgage Loans held by you, as Custodian on behalf of Purchased Asset Documents for the Trustee, pursuant Xxxx Plaza Purchased Asset. The previously unbilled interest could be capitalized to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicatedloan principal.

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Series 2007-S1, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 S1 We propose to transfer to ______(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3S1, Multi-Class Mortgage Pass-Through Certificates, Series 2007-S1, Class A-R, described in the Prospectus Supplement, dated November 28January 26, 2007 2006 and Prospectus, dated November 27, 20072006. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November January 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3S1, Multi-Class Mortgage Pass-Through Certificates Certificates, Series 2007-S1 In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents Subject to the transfer terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company the shares of Preferred Stock indicated above. Subject to and effective upon the acceptance for exchange of the shares of Preferred Stock tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, and registration in or upon the name order of, the Transferee Company all right, title and interest in and to the Preferred Stock tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s with full knowledge that the Transferee is not a U.S. Person (Exchange Agent also acts as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit agent of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid Company) with respect to the Class Atendered Preferred Stock with full power of substitution to (i) deliver certificates for such Preferred Stock to the Company, or transfer ownership of such Preferred Stock on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; and (ii) present such Preferred Stock for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Stock, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Preferred Stock tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY EXCHANGE PREFERRED STOCK ACQUIRED IN EXCHANGE FOR PREFERRED STOCK TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH EXCHANGE PREFERRED STOCK, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH EXCHANGE PREFERRED STOCK AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-R Certificate referred dealer, the undersigned represents that it is not engaged in, and does not intend to in engage in, a distribution of Exchange Preferred Stock. If the attached affidavit. In additionundersigned is a broker-dealer that will receive Exchange Preferred Stock, we have conducted a reasonable investigation it represents that, except to the extent indicated at the time bottom of the preceding page, the Preferred Stock to be exchanged for Exchange Preferred Stock was acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, and it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Preferred Stock; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE PREFERRED STOCK RECEIVED IN EXCHANGE FOR PREFERRED STOCK THAT WAS ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and found that purchase of the Transferee Preferred Stock tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Preferred Stock when, as and if the Company has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating given oral or written notice thereof to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, Exchange Agent. If any tendered Preferred Stock is not accepted for exchange pursuant to the above-captioned Pooling and Servicing AgreementExchange Offer for any reason, we request certificates for any such unaccepted Preferred Stock will be returned (except as noted below with respect to tenders through DTC), without expense, to the releaseundersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, and hereby acknowledge receipt, incapacity or dissolution of the Mortgage File undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Preferred Stock pursuant to the procedures described under the caption "The Exchange Offer--Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Exchange Preferred Stock issued in exchange for the Mortgage Loan described belowPreferred Stock accepted for exchange and return any Preferred Stock not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Preferred Stock tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Preferred Stock issued in exchange for the reason indicated.Preferred Stock accepted for exchange and any certificates for Preferred Stock not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and

Ladies and Gentlemen. Chase Mortgage Finance Invacare Corporation (“CMFC”the "Borrower") hereby consents has requested senior credit facilities (the "Facilities") to be provided to the transfer toBorrower in the aggregate principal amount of $200,000,000 (the "Aggregate Commitment") to finance the acquisition (the "Acquisition") of all of the stock of a public company previously identified by the Borrower to us (the "Seller"). The Acquisition will be accomplished through a cash tender offer (the "Tender Offer") by a wholly owned subsidiary of the Borrower ("AcquisitionCo") for not less than a majority of the shares of the Seller (on a fully diluted basis). The Tender Offer will be in an aggregate amount consistent with the total cost of the Acquisition previously disclosed by the Borrower to us and consistent with the terms previously disclosed to us. The commitment of NBD (the "Agent") hereunder is contingent upon the consummation of the Acquisition and the Tender Offer upon terms and conditions reasonably satisfactory to the Agent, the Agent's satisfactory review of all agreements and documents executed or filed in connection therewith, the Acquisition and the Tender Offer, the structure of the Borrower and AcquisitionCo and its other subsidiaries before and after the Acquisition, and registration in the name oflegal, accounting and tax aspects of the Acquisition and the Tender Offer being satisfactory to Agent and Arranger and its counsel, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee total amounts of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through CertificatesFacilities or any other funds of the Borrower which are being used to consummate the Acquisition, Class A-R directly or indirectly, being consistent with the amounts previously disclosed by the Borrower to the Agent and Arranger, the Borrower amending the covenants, pricing and other appropriate terms in its other credit facilities with the Agent, in a manner satisfactory to the Agent, to those described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person attached Term Sheet (as defined below) and the other terms and conditions set forth in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 this letter and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit Term Sheet. The Term Sheet and this Commitment Letter are intended as an outline only and do not purport to summarize all of the Transfereeterms, conditions, covenants, representations, warranties and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to other provisions which will be paid with respect to the Class A-R Certificate referred to contained in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File definitive legal documentation for the Mortgage Loan described below, for transaction which is the reason indicatedsubject of this Commitment Letter.

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents This Letter of Transmittal relates to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Stock Purchase Agreement, dated as of November 1July , 20072016 (the “Stock Purchase Agreement”), by and among Chase Mortgage Finance CorporationPenn Interactive Ventures, JPMorgan Chase BankLLC, N.A. and The Bank of New York Trust a Delaware limited liability company (“Buyer”), Rocket Games, Inc., a Delaware corporation (the “Company”), N.A. relating to the issuance each of the Chase Mortgage Finance Trust Series 2007-A3persons listed as “Sellers” on the signature pages thereto (each, Multi-Class Mortgage Pass-Through Certificates a “Seller” and together, the “Sellers”), and Shareholder Representative Services LLC, as Sellers’ Representative (the “Sellers’ Representative”), pursuant to which Buyer purchased all issued and outstanding capital stock of the Company from the Sellers (the “Acquisition”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement. In connection with the administration Acquisition, the undersigned herewith surrenders the above-described certificate(s) (the “Certificate(s)”), which immediately prior to the Closing of the Mortgage Loans held by youAcquisition (the “Closing”) represented the above-listed number of shares of Company Capital Stock (the “Shares”) to be exchanged for cash, as Custodian on behalf of provided under the TrusteeStock Purchase Agreement, minus any withholdings, payable pursuant to the above-captioned Pooling Acquisition, as set forth in the Stock Purchase Agreement. The undersigned hereby represents and Servicing Agreement, we request warrants as follows: · The undersigned is the releaserecord and beneficial owner of the Shares listed on this Letter of Transmittal, and has full power and authority to surrender the Shares, free and clear of all liens, restrictions, claims, charges and encumbrances, and the same are not subject to any adverse claims. · Other than the Shares listed on this Letter of Transmittal, the undersigned owns no other shares of Company Capital Stock. · The undersigned has full power and authority to execute and deliver this Letter of Transmittal and to perform his, her or its obligations hereunder. · This Letter of Transmittal constitutes a valid and binding obligation of the undersigned, enforceable against him, her or it in accordance with its terms, except as enforceability may be limited by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). · Neither the execution and delivery of this Letter of Transmittal nor the agreements or other actions contemplated hereby acknowledge receiptwill (a) materially violate, be in material conflict with, or constitute a material default (or an event, which, with notice or lapse of time or both, would constitute a material default) under any agreement or commitment to which the undersigned is a party or (b) violate any statute or law or any judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the undersigned. The undersigned understands that Buyer may rely upon the representations, warranties and agreements contained herein as if each such person was a party to this Letter of Transmittal and shall have the rights, remedies and benefits under this Letter of Transmittal as if such person was a party hereto. All representations, warranties and agreements contained herein shall survive the date hereof. With respect to the representations and warranties contained above, the undersigned shall indemnify and hold harmless Buyer and its Affiliates (including, after the Closing, the Company, but excluding any Sellers or any of their respective Affiliates) and their respective stockholders, officers, directors, employees, agents, partners, members, representatives, successors and assigns (“Buyer Indemnified Parties”), and shall reimburse Buyer Indemnified Parties for any loss, liability, demand, claim, action, cause of action, cost, damage, royalty, deficiency, penalty, Tax, fine or expense of any kind or nature, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation or defense, and all amounts paid in settlement, of any of the Mortgage File foregoing) arising out of, resulting from, relating to or in connection with the failure of any representation or warranty made by the undersigned contained above to be true, correct and complete. The undersigned will, upon the reasonable request of the Paying Agent (as defined below) and/or Buyer, execute and deliver any additional documents reasonably deemed appropriate or necessary by the Paying Agent and/or Buyer in connection with the surrender of the Shares. All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. The surrender of Shares hereby is irrevocable. The undersigned understands that surrender is not made in acceptable form until the receipt by Continental Stock Transfer & Trust Company, as paying agent (the “Paying Agent”) of this Letter of Transmittal, duly completed and signed, and of the Certificate(s) (or such other documents reasonably requested by the Paying Agent if such Certificate(s) is (are) not unavailable), together with all accompanying evidences of authority in form reasonably satisfactory to the Paying Agent as may be required by the Instructions and Stock Purchase Agreement. All questions as to validity, form and eligibility of any surrender of Shares hereby will be determined by the Paying Agent in its reasonable discretion and such determination will be final and binding, absent manifest error. The undersigned understands that payment for surrendered Shares will be made in accordance with the Mortgage Loan terms of the Stock Purchase Agreement after the surrender of Certificate(s) representing the Shares and the Letter of Transmittal (and/or other additional documentation as described belowherein) is made in acceptable form. THE UNDERSIGNED AGREES TO KEEP STRICTLY CONFIDENTIAL AND NOT DISCLOSE, for the reason indicatedPUBLISH OR DISSEMINATE ANY INFORMATION RELATED TO THE STOCK PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY TO ANY PERSON OR ENTITY OTHER THAN THE COMPANY, THE UNDERSIGNED’S EMPLOYEES, AND THE UNDERSIGNED’S LEGAL, FINANCIAL, TAX AND OTHER ADVISORS (COLLECTIVELY, “REPRESENTATIVES”) WHO HAVE A NEED TO KNOW SUCH INFORMATION AND ARE BOUND BY A FIDUCIARY OR CONTRACTUAL OBLIGATION TO THE RECIPIENT NOT TO DISCLOSE SUCH INFORMATION. ANY DISCLOSURE OF THIS INFORMATION BY SUCH REPRESENTATIVES (EXCEPT TO THE UNDERSIGNED) SHALL BE DEEMED A BREACH OF THIS OBLIGATION BY THE UNDERSIGNED. THE UNDERSIGNED AGREES TO USE INFORMATION RELATED TO THE STOCK PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY ONLY FOR THE PURPOSE OF EVALUATING THE TRANSACTIONS AND TO CAUSE ITS REPRESENTATIVES WHO RECEIVE SUCH INFORMATION TO USE SUCH INFORMATION ONLY FOR SUCH PURPOSE. NOTWITHSTANDING THE FOREGOING, (I) THE UNDERSIGNED MAY DISCLOSE SUCH INFORMATION (A) IN CONNECTION WITH ANY LEGAL PROCEEDINGS TO ENFORCE ITS RIGHTS UNDER THE STOCK PURCHASE AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR (B) AS REQUIRED BY ANY APPLICABLE LAW AS DETERMINED IN THE REASONABLE JUDGMENT OF SUCH PARTY AND ITS OUTSIDE COUNSEL (IN WHICH CASE SUCH PARTY SHALL NOT DISCLOSE SUCH CONFIDENTIAL INFORMATION WITHOUT, TO THE EXTENT COMMERCIALLY PRACTICABLE, PRIOR NOTIFICATION TO THE OTHER PARTIES). IN THE THIRTY (30) DAYS IMMEDIATELY FOLLOWING THE CLOSING, BUYER AND THE SELLERS’ REPRESENTATIVE SHALL APPROVE THE CONTENT AND METHOD OF COMMERCIALLY REASONABLE PUBLIC DISCLOSURES REGARDING THE ACQUISITION THAT WILL BE PERMISSIBLE BY THE UNDERSIGNED AND HIS/HER/ITS ADVISORS AFTER THE ACQUISITION.

Ladies and Gentlemen. Chase Mortgage Finance Corporation The Borrower has requested the Agent and the Banks to consent to application of a permanent reduction of the 4-Year Commitment (“CMFC”which will also constitute a permanent reduction of the Commitment) hereby consents in the manner described below. Capitalized terms used herein and not expressly defined herein shall have the respective meanings assigned thereto in the Agreement. Subsequent to the transfer toexecution of the Agreement and prior to the date hereof, the Borrower executed a $50,000,000 private placement financing. The Borrower now desires to permanently reduce the 4-Year Commitment by $50,000,000 pursuant to Section 2.09 of the Agreement, but to apply (i) at least $45,000,000 of such reduction on a non-pro rata basis in Xxxxxxx'x discretion to the Pro Rata Shares of the 4-Year Commitment held by the five Banks currently holding the largest Pro Rata Shares of the 4-Year Commitment (the "Five Banks") and registration (ii) up to $5,000,000 of the $50,000,000 4-Year Commitment reduction in Xxxxxxx'x discretion to the Pro Rata Shares of the 4-Year Commitment held by any of the Banks on a non-pro rata basis; provided that after giving effect to such reduction in the name of4-Year Commitment none of the Five Banks' Pro Rata Shares of the 4-Year Commitment shall have been reduced by more than $15,000,000 and Fleet National Bank shall retain the largest Pro Rata Share of the 4-Year Commitment. Xxxxxxx hereby requests the consent of the Banks and the Agent to such 4-Year Commitment permanent reduction which shall occur only upon the consents of the Banks and the Agent becoming effective. Borrower's request for consent shall be deemed withdrawn unless the consent hereto of the Banks and the Agent shall have become effective by April 30, 2000 unless such date is extended by notice from the Borrower to the Agent. The Agent and the Banks hereby consent to said permanent reduction of the 4-Year Commitment in this one instance and waive the provisions of Sections 2.09, 2.16 and 2.18 to the extent any of such Sections may be inconsistent with said permanent reduction. The Agent, the Transferee (or, if applicable, registration Banks and the Borrower hereby confirm that future permanent reductions in the name of such Transferee’s nominee Commitment pursuant to Section 2.09 of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described Agreement may be applied by the Borrower toward a reduction in the Transferee’s Letter 4-Year Commitment and/or 364-Day Commitment as Borrower determines, so long as any such reduction is applied on a pro rata basis to which this Consent is appendedthe Pro Rata Shares of the Commitment being reduced. The Borrower, notwithstanding CMFC’s knowledge the Agent and the Banks hereby agree that immediately after such permanent reduction of the Transferee is 4-Year Commitment Exhibit K to the Loan Agreement shall thereupon be deemed amended to accurately reflect the Pro Rata Shares of the Banks after giving effect to said permanent reduction of the 4-Year Commitment. The Borrower represents that no Default or Event of Default exists under the Agreement. The amendment and consent contained herein are limited to the voluntary permanent reduction of the 4-Year Commitment described above only and are not nor shall they be construed as an amendment and/or consent with respect to any other reduction of the Commitment. Except to the extent of the above-referenced amendment and consent, each of the above-referenced provisions in the Agreement shall remain in full force and effect. The signatures below on behalf of each of the Borrower, the Agent and each Bank establishes said party's consent to and agreement with the foregoing. FLEET NATIONAL BANK, as Agent and a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION Lender By: Dated/s/ Xxxx X. X'Xxxxxxxx Name: JPMorgan Chase BankXxxx X. X'Xxxxxxxx Title: Vice President AGREED TO: XXXXXXX, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust CompanyINC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Assistant Treasurer LENDERS: BANK OF AMERICA, N.A., as trustee 600 Bank and as Syndication Agent By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President FIRST UNION NATIONAK BANK, as a Bank and as Documentation Agent By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice Pres. WACHOVIA BANK, N.A., as a Bank and as a Senior Managing Agent By: /s/ M. Xxxxxx Xxxx, III Name: M. Xxxxxx Xxxx, III Title: Senior Vice President THE CHASE MANHATTAN BANK, as a Bank and as a Senior Managing Agent By: /s/ Xxxxxxxx Xxxxxxx, Xx. Name: Xxxxxxxx Xxxxxxx, Xx. Title: Vice President THE NORTHERN TRUST COMPANY., as a Bank By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President THE GOVERNOR & COMPANY OF THE BANK OF IRELAND, as a Bank By: /s/ Xxxx X'Xxxxxxx Name: Xxxx X'Xxxxxxx Title: Executive MELLON BANK, N.A., as a Bank By: /s/ Xxxxxxx X. Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007Xx. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Xxxxxxx X. Xxxxxx, Xx. Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by youVice President BANCA MONTE DEI PASCHI DI SIENA S.P.A., as Custodian on behalf of the Trusteea Bank By: /s/ G. Nataliechi Xxxxxxx X. Xxxxxxx Name: G. Nataliechi Xxxxxxx X. Xxxxxxx Title: S.V.P. & Vice President General Manager XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, pursuant to the above-captioned Pooling and Servicing Agreementas a Bank By: /s/ R. Xxxxx Xxxxx Name: R. Xxxxx Xxxxx Title: Vice President THE BANK OF NOVA SCOTIA, we request the releaseas a Bank By: /s/ X.X. Xxxxx Name: X.X. Xxxxx Title: Managing Director KBC BANK N.V., and hereby acknowledge receiptas a Bank By: /s/ Xxxxxx X. Xxxxxx, of the Mortgage File for the Mortgage Loan described belowXx. Name: Xxxxxx X. Xxxxxx, for the reason indicated.Xx. Title: Vice President HIBERNIA NATIONAL BANK, as a Bank By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Assistant Vice President

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents Subject to the transfer terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company the shares of Preferred Stock indicated above. Subject to and effective upon the acceptance for exchange of the shares of Preferred Stock tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, and registration in or upon the name order of, the Transferee Company all right, title and interest in and to the Preferred Stock tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s with full knowledge that the Transferee is not a U.S. Person (Exchange Agent also acts as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit agent of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid Company) with respect to the Class Atendered Preferred Stock with full power of substitution to (i) deliver certificates for such Preferred Stock to the Company, or transfer ownership of such Preferred Stock on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; and (ii) present such Preferred Stock for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Stock, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Preferred Stock tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY EXCHANGE PREFERRED STOCK ACQUIRED IN EXCHANGE FOR PREFERRED STOCK TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH EXCHANGE PREFERRED STOCK, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH EXCHANGE PREFERRED STOCK AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-R Certificate referred dealer, the undersigned represents that it is not engaged in, and does not intend to in engage in, a distribution of Exchange Preferred Stock. If the attached affidavit. In additionundersigned is a broker-dealer that will receive Exchange Preferred Stock, we have conducted a reasonable investigation it represents that, except to the extent indicated at the time bottom of the preceding page, the Preferred Stock to be exchanged for Exchange Preferred Stock was acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, and it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Preferred Stock; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE PREFERRED STOCK RECEIVED IN EXCHANGE FOR PREFERRED STOCK THAT WAS ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and found that purchase of the Transferee Preferred Stock tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Preferred Stock when, as and if the Company has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating given oral or written notice thereof to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, Exchange Agent. If any tendered Preferred Stock is not accepted for exchange pursuant to the above-captioned Pooling and Servicing AgreementExchange Offer for any reason, we request certificates for any such unaccepted Preferred Stock will be returned (except as noted below with respect to tenders through DTC), without expense, to the releaseundersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, and hereby acknowledge receipt, incapacity or dissolution of the Mortgage File undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Preferred Stock pursuant to the procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Exchange Preferred Stock issued in exchange for the Mortgage Loan described belowPreferred Stock accepted for exchange and return any Preferred Stock not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Preferred Stock tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Preferred Stock issued in exchange for the reason indicated.Preferred Stock accepted for exchange and any certificates for Preferred Stock not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents to the transfer toChina Distance Education Holdings Limited, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___Cayman Islands corporation (the “TransfereeCompany”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain shareholders of the Company (the “Selling Shareholders”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3named in Schedule I hereto severally but not jointly propose to sell to the several Underwriters, Multi-Class Mortgage Pass-Through Certificatesan aggregate of 4,000,000 American Depositary Shares (“ADSs”), Class A-Reach ADS representing four ordinary shares, described in par value $0.0001 per share (the Prospectus Supplement“Ordinary Shares”), dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the TransfereeCompany (the “Firm Securities”), and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required which 1,500,000 ADSs are to be paid with respect issued and sold by the Company and 2,500,000 ADSs are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I-1 hereto. The Company and certain Selling Shareholders as set out in Schedule I-2 hereto also severally but not jointly propose to issue and sell to the Class A-R Certificate several Underwriters not more than an aggregate of additional 600,000 ADSs, (the “Additional Securities”), including 225,000 ADSs to be issued and sold by the Company and 375,000 ADSs to be sold by certain Selling Shareholders as set out in Schedule I-2 hereto, if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such ADSs granted to the Underwriters in Section 2(a) hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred to in as the attached affidavit“Securities.” Unless the context otherwise requires, each reference to the Firm Securities, the Additional Securities or the Securities herein also includes the Ordinary Shares represented by such Securities. In additionThe Company and the Selling Shareholders are hereinafter sometimes collectively referred to as the “Sellers.” The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (File No. 333-194058), we have conducted including a reasonable investigation prospectus, relating to the Securities. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the transfer and found that Securities Act of 1933, as amended (the Transferee “Securities Act”), is hereinafter referred to as the “Registration Statement”; the prospectus in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus.” The Company has historically paid its debts as they came due and we found no significant evidence to indicate that filed with the Transferee will not continue to pay its debts as they become dueCommission a registration statement on Form F-6 (File No. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as 333-152345) covering the registration of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and the ADSs under the Securities Act. The Bank of New York Trust Company, N.A. registration statement relating to the issuance ADSs, as amended at the time it became effective, is hereinafter referred to as the “ADS Registration Statement.” If the Company has filed an abbreviated registration statement to register additional ADSs pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has filed, in accordance with Section 12 of the Chase Mortgage Finance Trust Series 2007Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), a registration statement on Form 8-A3A (File No. 001-34122) as amended (the “Exchange Act Registration Statement”), Multi-Class Mortgage Pass-Through Certificates In connection to register, under Section 12(b) of the Exchange Act, the Ordinary Shares and the ADSs. For purposes of this Agreement, all references to the Registration Statement, the ADS Registration Statement, the Exchange Act Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement (including any prospectus wrapper) to any of the foregoing shall be deemed to include the copy filed with the administration Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system. The ADSs to be purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a deposit agreement dated July 29, 2008 (the “Deposit Agreement”) among the Company, Deutsche Bank Trust Company Americas (the “Depositary”) and all holders and beneficial owners of ADSs evidenced by ADRs. Each ADS represents the Mortgage Loans held by you, as Custodian on behalf of the Trustee, right to receive four Ordinary Shares deposited pursuant to the above-captioned Pooling and Servicing Deposit Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.

Ladies and Gentlemen. Chase Mortgage Finance Corporation In consideration of the Revolving Credit Agreement (“CMFC”the "Agreement") hereby consents dated as of _____ __, 2000 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereixxxxxx "XXXX") and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent, as agent and trustee for the US Airways Pass Through Trust 2000-3C ("Counterparty"), Morgan Stanley Dean Witter & Co., a Delaware corporation (hereinaftxx "XXDX"), xxxxxx xxxxxxxably and unconditionally guarantees to Counterparty, with effect from the transfer to, and registration in date of the name ofAgreement, the Transferee (ordue and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, if applicablewhether on scheduled payment dates, registration upon demand, upon declaration of termination or otherwise, in accordance with the name of such Transferee’s nominee terms of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through CertificatesAgreement and giving effect to any applicable grace period under the express terms of the Agreement. Upon failure of MSCS punctually to pay any such amounts, Class A-R described in the Transferee’s Letter MSDW agrees to which this Consent pay or cause to be paid such amounts. It is appended, notwithstanding CMFC’s knowledge understood and agreed that the Transferee is not a U.S. Person obligations of MSCS under the Agreement to make Advances (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bankthe Agreement) are, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxxand shall in any event, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit for all purposes of the TransfereeGuarantee, be deemed to constitute, amounts payable by MSCS under the Agreement. MSDW hereby agrees that its obligations hereunder shall be unconditional and have no actual knowledge that such affidavit is will not truebe discharged except by complete payment of the amounts payable under the Agreement, and have no reason to believe that the Transferee has the intention to impede the assessment or collection irrespective of any federalclaim as to the Agreement's validity, state regularity or local taxes legally required enforceability or the lack of authority of MSCS to be paid execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the Class A-R Certificate referred absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the attached affidavitAgreement with respect to amounts payable by MSCS. In additionIf at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, we have conducted a reasonable investigation at the time bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.date hereof that:

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) Reference is hereby consents to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant made to the above-captioned Pooling referenced Loan Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement. The Borrower has informed the Agent and Servicing Lenders that (i) the audited financial statements for the Fiscal Year ending December 31, 2022 delivered pursuant to Section 10.1.2(a) of the Loan Agreement (“2022 Financials”) will have a “going concern” qualification due to the Borrower’s failure to maintain the “Liquidity” requirement for the period ending December 31, 2022 as required under Section 7.l(k) of the Note Purchase Agreement between the Borrower, certain of its subsidiaries as guarantors, various investors party thereto and CSI GP, LLC, as collateral agent for such investors dated August 4, 2020 (as amended “Note Purchase Agreement”), and (ii) an Event of Default has occurred under Section 11.1(f) of the Loan Agreement due to the default set forth above under Section 7.l(k) of the Note Purchase Agreement (the “Cross Default”). The Borrower has requested that the Agent and Lenders (i) consent to the delivery of the 2022 Financials with a “going concern” qualification as set forth above and (ii) waive the Cross Default. Agent and Lenders hereby (i) consent to the delivery of the 2022 Financials with a going concern qualification as set forth above and (ii) waive the Cross Default, subject to the effectiveness of this letter agreement. Except as expressly set forth herein, nothing in this letter agreement, any other correspondence, any oral communications among the Agent, any Lender, the Borrower or any other Obligor, the making of any Revolver Loans to Borrower under the Loan Agreement or the issuance of Letters of Credit under the Loan Agreement should be construed to be a waiver, limitation, or forgiveness of any of Agent’s default rights and remedies under the Loan Agreement, we request the releaseLoan Documents, any other agreement, instrument or document among the Agent, any Lender, any Borrower, or any other Obligor or by any Borrower or any Obligor in favor of the Agent, and hereby acknowledge receiptas provided by applicable law, all of which rights and remedies remain in full force and effect. On the date hereof, after giving effect to this letter agreement, the representations and warranties of Borrower in the Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date). Except as specifically modified hereby, the terms and provisions of the Mortgage File for Loan Agreement and the Mortgage other Loan described belowDocuments are, for in all other respects, ratified and confirmed and remain in full force and effect. All references to the reason indicatedLoan Agreement and the other Loan Documents in any document, instrument, or agreement executed in connection with the Loan Agreement and the other Loan Documents will be deemed to refer to the Loan Agreement and the other Loan Documents as respectively modified hereby. Any breach of the terms and conditions of this letter agreement will constitute an Event of Default under the Loan Agreement.

Ladies and Gentlemen. Chase Mortgage Finance Corporation In connection with the merger of MergerCo with and into the Company (the “CMFCMerger”), and pursuant to the Merger Agreement, including Section 2.2 thereof, the undersigned, as the registered holder(s) of the certificate(s) (each, a “Certificate”) representing shares of Preferred Stock and/or Common Stock described in Box A and Box B below, encloses herewith and irrevocably surrenders the Certificates listed below. For purposes of this Letter of Transmittal, the “undersigned” includes any joint owners of the Certificates listed below. You are hereby consents authorized and instructed to cause the amounts payable to the undersigned pursuant to the Merger Agreement in respect of the Certificates surrendered herewith to be delivered to the undersigned pursuant to the wire transfer to, and registration in the name of, the Transferee instructions below (or, if applicableno such instructions are provided, registration by check payable to the order of the undersigned and delivered to the address of the undersigned as set forth in Box A and/or Box B below). The undersigned acknowledges and agrees that all merger consideration delivered hereunder shall be net of all holdbacks, escrow amounts, adjustments and other items specified in the name Merger Agreement. CertificateNumber Total Number of such Transferee’s nominee Shares of Preferred Stock Represented by the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through CertificatesCertificate If any Certificates representing any shares of Preferred Stock that you own have been lost, Class A-R described stolen, mutilated or destroyed, check this box. Please promptly notify the Company at the address listed above for instructions as to the procedure to be followed in order to replace the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s LetterCertificate(s). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase BankThis Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxxstolen, Xxx Xxxx 00000 The Bank mutilated or destroyed Certificates have been followed. CertificateNumber Total Number of New York Trust CompanyShares of Common Stock Represented by the Certificate If any Certificates representing any shares of Common Stock that you own have been lost, N.A.stolen, mutilated or destroyed, check this box. Please promptly notify the Company at the address listed above for instructions as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required procedure to be paid with respect followed in order to replace the Class A-R Certificate referred to in Certificate(s). This Letter of Transmittal and related documents cannot be processed until the attached affidavit. In additionprocedures for replacing lost, we stolen, mutilated or destroyed Certificates have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicatedbeen followed.

Ladies and Gentlemen. Chase Mortgage Finance Corporation The Borrower has advised the Administrative Agent and the Lenders that (a) the Borrower, Central Precast Concrete, Inc., a California corporation (“CMFCCentral”), San Diego Precast Concrete, Inc., a Delaware corporation (“San Diego Precast”), and Sierra Precast, Inc., a California corporation (“Sierra” and together with the Borrower, Central and San Diego Precast, the “Sellers” and each individually a “Seller”), have entered into an Asset Purchase Agreement (a substantially final version of which has been delivered to the Lenders as of the date hereof and is defined herein as the “Oldcastle Purchase Agreement”) hereby consents with Oldcastle Precast, Inc., a Washington corporation (the “Purchaser”), pursuant to which the Sellers will sell certain assets owned and used by them in their precast concrete businesses located at the Lathrop Facility, the Livermore Facility, the One Live Oak Facility, the Perris Facility, the Pleasanton Facility, the San Diego Facility and the Santa Xxxx Facility (each as defined in the Oldcastle Purchase Agreement) to the transfer to, and registration in the name ofPurchaser (such sale, the Transferee (or, if applicable, registration “Oldcastle Sale”) in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R exchange for cash and other consideration as more particularly described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge Oldcastle Purchase Agreement. The Borrower has acknowledged that the Transferee Oldcastle Sale is not a U.S. Person prohibited by the Loan Documents absent the consent of the Required Lenders. The Borrower has requested that the Administrative Agent and each Lender enter into this letter agreement (this “Letter Agreement”) to evidence the Administrative Agent’s and each Lender’s (a) consent to the Oldcastle Sale and (b) authorization for the Administrative Agent to release, upon the date of the consummation of the Oldcastle Sale (the “Oldcastle Sale Closing Date”), the Liens on and security interests in the Purchased Assets (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”Oldcastle Purchase Agreement) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described created in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit favor of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that Administrative Agent for the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time benefit of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, Secured Parties pursuant to the above-captioned Pooling Collateral Documents. Subject to the terms and Servicing conditions set forth below, the Administrative Agent and the Lenders have agreed to the Borrower’s requests. In reliance upon the representations, warranties, covenants and agreements contained in this Letter Agreement, we request and subject to the releaseterms and conditions set forth below, and hereby acknowledge receipt, notwithstanding any provision of the Mortgage File for Credit Agreement or any other Loan Document that may prohibit the Mortgage Loan described belowOldcastle Sale, for the reason indicated.Administrative Agent and the Lenders hereby consent to the Oldcastle Sale and the release by the Administrative Agent of the Liens on and security interests in the Purchased Assets on the Oldcastle Sale Closing Date, provided that each of the following conditions is satisfied:

Ladies and Gentlemen. Chase Mortgage Finance Corporation [SERVICER] (the “CMFCServicer”) hereby consents is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant to the transfer toMaster Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account of the Purchased Assets sold to Buyer under the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and registration remit such collections to the following account which has been established at LASALLE BANK NATIONAL ASSOCIATION, ABA# 000000000, Account # 724178.1, (the “Cash Management Account”). Servicer acknowledges that the Cash Management Account is held for the benefit of Buyer pursuant to the Control Agreement, dated as of October 26, 2006, by and between Seller, Buyer and LASALLE BANK NATIONAL ASSOCIATION. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller and Buyer, (ii) Buyer is expressly intended to be a third-party beneficiary under each Servicing Agreement and (iii) Buyer may, at any time after the occurrence of an Event of Default, terminate any such Servicing Agreement immediately upon the delivery of written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. Notwithstanding any contrary information or direction which may be delivered to Servicer by Seller, Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by Buyer, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the delivery of such information or notice of Event of Default. No provision of this letter may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement to the terms of this instruction letter by signing in the name ofsignature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: 000 Xxxx Xxxxxx, the Transferee 0xx Xxxxx, Xxx Xxxx, XX 00000-0000 Attn: Xxxxxxx Xxxxxx, Telephone: (or000) 000-0000, if applicableFax: (000) 000-0000. Very truly yours, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION [SERVICER] By: DatedName: Title: ACKNOWLEDGED AND AGREED TO: [SELLER] By: Name: Title: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx 000 Xxxx Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn100017-2014 Attention: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus SupplementXx. Xxxxxxx Xxxxxx Re: Master Repurchase Agreement, dated November 28as of October 26, 2007 2006 by and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: between JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx(“Buyer”), Xxxx 00000 Re: Pooling DCTRT Securities Holdco LLC and Servicing TRT Lending LLC (each, a “Seller”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to ”); (capitalized terms used but not otherwise defined herein shall have the issuance of meanings assigned thereto in the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Master Repurchase Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated).

Ladies and Gentlemen. Chase Mortgage Reference is made to (i) the Indenture, dated as of March 17, 1999 (the "Indenture"),by and among Waterford Gaming, L.L.C. and Waterford Gaming Finance Corporation Corp. (“CMFC”) hereby consents to the transfer to, each an "Issuer and registration in the name ofcollectively, the Transferee "Issuers") and U.S. Bank National Association (or, if applicable, registration successor in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter interest to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The State Street Bank of New York and Trust Company, N.A.the "Trustee"), as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose pursuant to transfer to ___which the Issuers issued their 9.50% Senior Notes due 2010 (the “Transferee”"Notes") Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in and (ii) the Prospectus Supplement, dated November 28, 2007 Security and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Control Agreement, dated as of November 1March 17, 20071999 (the "Security and Control Agreement"), by and among Chase Mortgage Finance Corporationbetween the Pledgors, JPMorgan Chase Bankthe Trustee, N.A. for the benefit of the registered holders of the Notes, and The U.S. Bank of New York National Association (successor in interest to State Street Bank and Trust Company), N.A. relating as securities intermediary (in that capacity, the "Securities Intermediary"). The Trustee hereby terminates the Security and Control Agreement and terminates and releases any and all security interests, pledges, assignments and liens created pursuant to the issuance of Security and Control Agreement and the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by Indenture. The Trustee hereby authorizes you, as Custodian either directly or through your attorneys and agents, to prepare and file on behalf of the Trustee, pursuant as the secured party of record, uniform commercial code ("UCC") termination statements with respect to any and all financing statements previously filed in connection with the security interest granted to the above-captioned Pooling Trustee under the Security and Servicing Control Agreement and the Indenture. Such financing statements may be terminated either by filing UCC termination statements in the offices where such filings were made and/or by filing UCC "in lieu of" financing statements in the appropriate filing offices under Revised Article 9 of the UCC and then terminating such "in lieu of" financing statements. By copy of this letter, the Trustee hereby informs the Securities Intermediary that it has released its security interest in all accounts covered by the Security and Control Agreement, we request that such Security and Control Agreement is hereby terminated and that the release, Securities Intermediary should henceforth follow all entitlement orders and hereby acknowledge receipt, instructions of the Mortgage File for Pledgors with respect to such accounts, treat the Mortgage Loan described belowPledgors as the customer and/or entitlement holder with respect to such accounts and change the names of such accounts as requested by the Pledgor including, for without limitation, to eliminate any reference to the reason indicatedTrustee or the security interest of the Trustee therein.

Ladies and Gentlemen. Chase Mortgage Finance Corporation As a tenant under the above-referenced Master Lease Agreement (“CMFC”the "Lease"), the undersigned (the "Tenant") hereby consents to acknowledges for the transfer to, and registration in the name ofbenefit of Landlord, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee current owner of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in property containing the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person Leased Premises (as defined in such Transferee’s Letterthe Lease). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose and Lender which has or is proposing to transfer to ___make a loan (the “Transferee”"Loan") Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007on the above-A3referenced real property, Multi-Class Mortgage Pass-Through Certificatesthe truth and accuracy of the following statements pertaining to the Lease, Class A-Rto the best of Tenant's knowledge as of the date hereof, but subject to any matters that a physical inspection of the Leased Premises would disclose: 1. Tenant has accepted and is in full possession of the Leased Premises and Occupied Release Premises, including all improvements, additions and alterations thereto required to be made by Landlord under the Lease. The Leased Premises is comprised of those properties identified on Schedule A attached hereto together with other areas more particularly described in the Prospectus SupplementLease Supplements, dated November 28true and correct copies of which have previously been delivered to Landlord and Lender (the "Lease Supplements"). Additionally, 2007 Tenant is entitled to exclusive and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit non-exclusive use of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to parking spaces in the attached affidavitparking facilities serving the subject buildings as set forth in the Lease Supplements. In additionNotwithstanding the foregoing, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee Tenant has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trusteeadvised Lender that, pursuant to the above-captioned Pooling terms of that certain Third Amendment to Amended and Servicing AgreementRestated Agreement of Sale and Purchase dated June 30, we request 2003 and that certain side letter agreement dated June 30, 2003, among First States Investors 5000A, LLC, First States Investors 5000B, LLC and Bank of America, N.A., a true and correct copy of which has been previously delivered to Lender, Landlord and Tenant have agreed to review and modify the release, Lease Supplements to confirm the accuracy thereof and hereby acknowledge receipt, conformance to the terms and conditions of the Mortgage File Lease. 2. Tenant is not in default of its obligations under the Lease, is paying full rent stipulated therein with no offset, defense or claim of any kind and Tenant has not assigned, sublet, transferred or hypothecated its interest under the Lease. 3. Landlord is not presently in default under any of the terms, covenants or provisions of the Lease, nor has any event occurred which with the passage of time and/or the giving of notice (if required by the Lease) would constitute an event of default under the Lease. 4. Landlord has satisfactorily complied with all of the requirements and conditions precedent to the commencement of the term of the Lease as specified in said Lease, including, without limitation, completion of any required tenant improvements. There are no unfunded tenant obligations of Landlord under the Lease. 5. The initial Annual Basic Rent and Release Premises Additional Rent payable by Tenant under the Lease is set forth on Schedule A attached hereto. 6. Except as provided in the Lease, there are no rent abatements or free rent periods now or in the future. 7. No rent (including expense reimbursements), other than for the Mortgage Loan described belowcurrent month, has been paid more than one (1) month in advance. 8. No security deposit has been paid by Tenant to Landlord under the Lease. 9. The Lease is for a term expiring on June 30, 2023. Tenant has options to renew the reason indicatedLease as set forth in the Lease. Tenant does not have any right to renew, extend or terminate the term of the Lease except as expressly provided in the Lease.

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents Subject to the transfer terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, and registration in or upon the name order of, the Transferee Company all right, title and interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s with full knowledge that the Transferee is not a U.S. Person (Exchange Agent also acts as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit agent of the Transferee, Company and have no actual knowledge that such affidavit is not true, as Trustee under the Indenture for the Old Notes and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid New Notes) with respect to the Class A-R Certificate referred tendered Old Notes with full power of substitution to (i) deliver certificates for such Old Notes to the Company, or transfer ownership of such Old Notes on the account books maintained by DTC and deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Company and (ii) present such Old Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and subject to the conditions of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned hereby further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the attached affidavit. In addition, we have conducted a reasonable investigation at the time ordinary course of business of the transfer Holder receiving such New Notes, whether or not such person is the Holder; that neither the Holder nor any such other person has any arrangement or understanding with any person to participate in the distribution of such New Notes; and found that neither the Holder nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or any of its subsidiaries. The undersigned also acknowledges that this Exchange Offer is being made based on certain interpretations issued by the staff of the Securities and Exchange Commission (the "Commission") to third parties in unrelated transactions. Based on those interpretations, the Company believes that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that New Notes issued in exchange for the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, Old Notes pursuant to the aboveExchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders' business and such holders have no arrangements or understandings with any person to participate in the distribution of such New Notes. If the undersigned is not a broker-captioned Pooling and Servicing Agreementdealer, we request the releaseundersigned represents that it is not engaged in, and hereby acknowledge receiptdoes not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Mortgage File Securities Act. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Old Notes tendered hereby. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns, trustees in bankruptcy or other legal representatives of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders" section of the Prospectus. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted Old Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated under "Special Delivery Instructions" as promptly as practicable after the Expiration Date. The undersigned acknowledges that tenders of Old Notes pursuant to the procedures described under the caption "The Exchange Offer--Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the New Notes issued in exchange for the Mortgage Loan described belowOld Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of the undersigned (or in either such event, in the case of the Old Notes tendered through DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the New Notes issued in exchange for the reason Old Notes accepted for exchange and any certificates for Old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The Company has no obligation pursuant to the "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Old Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered.

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Series 2007-S1, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 Services/[ ] We propose to transfer to ______(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3[ ], Multi-Class Mortgage Pass-Through Certificates, Series [ ], Class A-R, described in the Prospectus Supplement, dated November 28, 2007 [ ] and Prospectus, dated November 27, 2007[ ]. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007[ ], by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3[ ], Multi-Class Mortgage Pass-Through Certificates Certificates, Series [ ] In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”In accordance with Section 3(e) of the Repurchase Agreement, Buyer hereby consents to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee a Temporary Increase of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in Maximum Aggregate Purchase Price or the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (Maximum Committed Purchase Price as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION Byfurther set forth below: DatedAmount of Temporary Increase: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to $__________________. Temporary Maximum Aggregate Purchase Price: $__________________. Temporary Maximum Committed Purchase Price: $__________________. Temporary Maximum Uncommitted Purchase Price: $__________________. Effective date: [ ] Expiration date: [ ] On and after the effective date indicated above and until the expiration date indicated above, the Maximum Aggregate Purchase Price and/or Maximum Committed Purchase Price (if applicable) shall equal the “Transferee”Temporary Maximum Aggregate Purchase Price and/or Temporary Maximum Committed Purchase Price, respectively, indicated above for all purposes of the Repurchase Agreement and all calculations and provisions relating to the Maximum Aggregate Purchase Price and/or Maximum Committed Purchase Price shall refer to the Temporary Maximum Aggregate Purchase Price and/or Temporary Maximum Committed Purchase Price, respectively, including without limitation, Concentration Limits. Unless otherwise terminated pursuant to the Repurchase Agreement, this Temporary Increase shall terminate on the expiration date indicated above. Upon the termination of this Temporary Increase, Sellers shall repurchase Purchased Mortgage Loans such that (i) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described the aggregate outstanding Purchase Price of all Transactions does not exceed the Maximum Aggregate Purchase Price and (ii) the applicable portion of the aggregate outstanding Purchase Price of all Transactions does not exceed any Concentration Limit. All terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Prospectus SupplementRepurchase Agreement. Exh. A-1 LEGAL02/43731153v4 ROCKET MORTGAGE, dated November 28LLC, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to in the attached affidavit. In addition, we have conducted as a reasonable investigation at the time of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Seller By: ___________________________________ Name: Title: To: JPMorgan Chase BankONE REVERSE MORTGAGE, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by youLLC, as Custodian on behalf a Seller By: ___________________________________ Name: Title: Agreed and Consented by: UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1200 XXXXXX XX XXX XXXXXXXX, XXX XXXX, XXX XXXX, as Buyer By: ___________________________________ Name: Title: By: ___________________________________ Name: Title: Date: ________________ Exh. A-2 LEGAL02/43731153v4 The undersigned, ____________ of [Rocket Mortgage, LLC, a Michigan limited liability company], [One Reverse Mortgage, LLC, a Delaware limited liability company] (the Trustee“Seller”), pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.certifies as follows:

Ladies and Gentlemen. Chase Mortgage Finance Corporation In accordance with the provisions of Section [3(g)] [25] of the above-referenced Custodial Agreement (“CMFC”) hereby consents capitalized terms not otherwise defined herein having the meanings ascribed to the transfer to, and registration them in the name ofCustodial Agreement), the Transferee (orundersigned, if applicableas the Custodian, registration in the name of such Transferee’s nominee of the Chase hereby certifies as to each Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R Loan described in the Transferee’s Letter attached Mortgage Loan Schedule and Exception Report all matters (subject to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined Exceptions listed therein) set forth in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”Section 3(e) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the TransfereeCustodial Agreement. The delivery of the Mortgage Loan Schedule and Exception Report attached hereto evidences that as of the date and time of such Mortgage Loan Schedule and Exception Report, and have no actual knowledge that such affidavit is not true, and have no reason to believe that (i) the Transferee Custodian has the intention to impede the assessment or collection of any federal, state or local taxes legally reviewed all documents required to be paid with delivered in respect of each Mortgage Loan listed herein pursuant to Section 2 of the Class A-R Certificate referred to Custodial Agreement, and such documents other than the Exceptions listed herein are in the attached affidavit. In addition, we have conducted a reasonable investigation at the time possession of the transfer and found that the Transferee has historically paid its debts Custodian as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, part of the Mortgage File for such Mortgage Loan, and (ii) the Custodian is holding each Mortgage Loan identified on the Mortgage Loan described belowSchedule and Exception Report as of the date and time identified therein, pursuant to the Custodial Agreement, as the bailee of and custodian for [the Registered Holder] [_______________ [Name of Collateral Agent] as representative secured party for the reason indicatedbenefit of the Registered Holder and the persons or entities to whom Registered Holder owes the obligations secured by such Mortgage Loans]. The Custodian has no obligation to recognize or deal with any Person other than the Person identified in the preceding sentence. PURSUANT TO THE CUSTODIAL AGREEMENT, THE CUSTODIAN IS REQUIRED TO DELIVER AN UPDATED MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT ON EACH BUSINESS DAY. THE HOLDER OF THIS TRUST RECEIPT SHOULD CONTACT THE CUSTODIAN TO CONFIRM THAT THE MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT ATTACHED HERETO HAS NOT BEEN SUPERSEDED BY A MORE RECENTLY DELIVERED MORTGAGE LOAN SCHEDULE AND EXCEPTION REPORT. The Custodian makes no representations as to, and shall not be responsible to verify, (i) the validity, legality, enforceability, due authorization, recordability, sufficiency, or genuineness of any of the documents contained in each Mortgage File or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. This Trust Receipt shall be deemed superseded and canceled upon the issuance of a subsequent Trust Receipt to the Registered Holder or the Collateral Agent covering the Mortgage Loans identified herein and the Registered Holder shall thereupon promptly return this Trust Receipt to the Custodian.

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee In consideration of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through CertificatesRevolving Credit Agreement (the "Agreement") dated as of December 9, Class A-R described in the Transferee’s Letter to which this Consent is appended1999 between Xxxxxx Xxxxxxx Capital Services Inc., notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person Delaware corporation (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The hereinafter "MSCS") and State Street Bank of New York and Trust Company, N.A.as Subordination Agent, as agent and trustee 600 Xxxxxxfor the Northwest Airlines Pass Through Trust 1999-3C ("Counterparty"), 00xx Floor HoustonXxxxxx Xxxxxxx Xxxx Xxxxxx & Co., TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose a Delaware corporation (hereinafter "MSDW"), hereby irrevocably and unconditionally guarantees to transfer Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described and upon written demand by Counterparty to MSDW at its address set forth in the Prospectus Supplementsignature block of this Guarantee (or to such other address as MSDW may specify in writing), dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason MSDW agrees to believe that the Transferee has the intention to impede the assessment pay or collection of any federal, state or local taxes legally required cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MSDW's obligations under this Guarantee. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the Class A-R Certificate referred absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the attached affidavitAgreement with respect to amounts payable by MSCS. In additionIf at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, we have conducted a reasonable investigation at the time bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence date hereof, which representations will be deemed to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yoursbe repeated by MSDW on each date on which a Transaction is entered into, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.that:

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents Pursuant to the transfer toRepurchase Agreement, and registration Seller hereby requests that Buyer enter into a Transaction to purchase the Eligible Assets listed below on the Asset Schedule attached hereto as Annex 1 in accordance with the name of, the Transferee (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter)Repurchase Agreement. CHASE MORTGAGE FINANCE CORPORATION ByInitial Benchmark: Dated[Term SOFR] Requested Wire Amount: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to $[___], netting out the Upfront Fee and the expenses In connection with this Transaction Request and Confirmation, the undersigned hereby certifies that: (the “Transferee”i) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit each of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid with respect to the Class A-R Certificate referred to Transaction conditions precedent set forth in the attached affidavit. In addition, we have conducted a reasonable investigation at the time Section 3 of the transfer and found that the Transferee Repurchase Agreement has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated been satisfied as of November 1the date hereof, 2007or will be satisfied on the proposed Purchase Date (other than the conditions precedent set forth in clauses (i), by (viii), (xi) and among Chase Mortgage Finance Corporation(xiii) of Section 3(b) of the Repurchase Agreement); (ii) attached hereto as Annex 1 is the Asset Schedule for the Eligible Asset, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. (iii) the Summary Diligence Materials relating to the issuance Eligible Asset have been delivered to Buyer in accordance with the Repurchase Agreement, and (iv) attached hereto as Annex 3 are exceptions to the representations and warranties set forth in Schedule 1 of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection Repurchase Agreement for the Eligible Asset. Seller hereby acknowledges that this Transaction Request and Confirmation shall not be binding upon Buyer unless and until Buyer has countersigned this Transaction Request and Confirmation and delivered it to Seller. Buyer confirms its agreement to enter into a Transaction to purchase the Eligible Assets which are Purchased Assets listed in Annex 1 hereto in accordance with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trusteeterms listed in this Transaction Request and Confirmation, pursuant to the above-captioned Pooling Repurchase Agreement. All capitalized terms used herein but not otherwise defined shall have the meanings specified in the Repurchase Agreement. The Repurchase Agreement is incorporated by reference into this Transaction Request and Servicing Agreement, we request the releaseConfirmation, and is made a part hereof as if it were fully set forth herein and as evidenced hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.until all amounts due in connection with this Transaction are paid in full. By: Name: Title:

Ladies and Gentlemen. Chase Mortgage Finance Corporation Reference is made to the Guarantee-Subsidiary Guarantors (as amended, amended and restated, supplemented or otherwise modified from time to time, the “CMFCGuarantee”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee), dated as of January 19, 2010 made by Moose Jaw Refinery Partnership, Moose Jaw Refinery ULC, CanWest Propane Partnership, CanWest Propane ULC, MP Energy Partnership, MP Energy ULC, Xxxxxx Energy Partnership, GEP ULC, Link Petroleum Services Ltd., Chief Hauling Contractors ULC, Xxxxxx GCC Inc., Battle River Terminal GP Inc., Battle River Terminal LP and Bridge Creek Trucking Ltd. (each an “Guarantor” and together the “Guarantors”) hereby consents to the transfer to, and registration in the name of, the Transferee (or, if applicable, registration in the name favour of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A.Mellon, as trustee 600 XxxxxxTrustee (in such capacity and together with any successors and permitted assigns in such capacity, 00xx Floor Houstonthe “Trustee”) and the other Creditors (as defined therein). This Joinder Agreement supplements the Guarantee and is delivered by the undersigned, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___[ ] (the “TransfereeNew Guarantor”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3), Multi-Class Mortgage Pass-Through Certificatespursuant to Section 4.2 of the Guarantee. The New Guarantor hereby agrees to be bound as a Guarantor party to the Guarantee by all of the terms, Class A-R, described covenants and conditions set forth in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We Guarantee to the same extent that it would have reviewed been bound if it had been a signatory Guarantor to the attached affidavit Guarantee on the date of the TransfereeGuarantee. Without limiting the generality of the foregoing, the New Guarantor guarantees to each of the Creditors the due and punctual payment, and have no actual knowledge that such affidavit is not truethe due performance, whether at stated maturity, by acceleration or otherwise, of the Note Obligations. The New Guarantor also expressly assumes all obligations and have no reason liabilities of a Guarantor thereunder. The New Guarantor hereby makes each of the representations and warranties and agrees to believe that each of the Transferee has covenants applicable to the intention Guarantors contained in the Guarantee. Annexed hereto are supplements to impede each of the assessment or collection of any federal, state or local taxes legally required schedules to be paid the Guarantee with respect to the Class A-R Certificate referred New Guarantor. Such supplements shall be deemed to in the attached affidavit. In addition, we have conducted a reasonable investigation at the time be part of the transfer Guarantee. This Joinder Agreement and found that any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the Transferee has historically paid its debts as they came due same agreement. This Joinder Agreement will be governed by, interpreted and we found no significant evidence to indicate that enforced in accordance with, the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance laws of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with Province of Alberta and the administration federal laws of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicatedCanada applicable therein.

Ladies and Gentlemen. Chase Mortgage Finance Corporation In consideration of each of the Revolving Credit Agreement (“CMFC”the "Agreement") dated as of April 13, 1999 between Xxxxxx Xxxxxxx Capital Services Inc., a Delaware corporation (hereinafter "MSCS") and Wilmington Trust Company as Subordination Agent, as agent and trustee for the Atlas Air Pass Through Trust 1999-1B ("Counterparty"), Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co., a Delaware corporation (hereinafter "MSDW"), hereby consents irrevocably and unconditionally guarantees to Counterparty, with effect from the transfer todate of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and registration upon written demand by Counterparty to MSDW at its address set forth in the name ofsignature block of this Guarantee (or to such other address as MSDW may specify in writing), the Transferee (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter MSDW agrees to which this Consent is appended, notwithstanding CMFC’s knowledge that the Transferee is not a U.S. Person (as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment pay or collection of any federal, state or local taxes legally required cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MSDW's obligations under this Guarantee. MSDW hereby agrees that its obligations hereunder shall be unconditional and will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the Class A-R Certificate referred absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MSDW hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the attached affidavitAgreement with respect to amounts payable by MSCS. In additionIf at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, we have conducted a reasonable investigation at the time bankruptcy or reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MSDW represents to Counterparty as of the transfer and found that the Transferee has historically paid its debts as they came due and we found no significant evidence date hereof, which representations will be deemed to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yoursbe repeated by MSDW on each date on which a Transaction is entered into, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating to the issuance of the Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage Loan described below, for the reason indicated.that:

Ladies and Gentlemen. Chase Mortgage Finance Corporation (“CMFC”) hereby consents Subject to the transfer terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount at maturity of Series A Debentures indicated above. Subject to and effective upon the acceptance for exchange of the principal amount at maturity of Series A Debentures tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, and registration in or upon the name order of, the Transferee Company all right, title and interest in and to the Series A Debentures tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney- in-fact (or, if applicable, registration in the name of such Transferee’s nominee of the Chase Mortgage Finance Trust Series 2007-A3 Multi-Class Mortgage Pass-Through Certificates, Class A-R described in the Transferee’s Letter to which this Consent is appended, notwithstanding CMFC’s with full knowledge that the Transferee is not a U.S. Person (Exchange Agent also acts as defined in such Transferee’s Letter). CHASE MORTGAGE FINANCE CORPORATION By: Dated: JPMorgan Chase Bank, N.A. Global Trust Services Four Nxx Xxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 The Bank of New York Trust Company, N.A., as trustee 600 Xxxxxx, 00xx Floor Houston, TX 77002 Attn: Corporate Trust Services/CMFT 2007-A3 We propose to transfer to ___(the “Transferee”) Chase Mortgage Finance Corporation’s Chase Mortgage Finance Trust Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates, Class A-R, described in the Prospectus Supplement, dated November 28, 2007 and Prospectus, dated November 27, 2007. We have reviewed the attached affidavit agent of the Transferee, and have no actual knowledge that such affidavit is not true, and have no reason to believe that the Transferee has the intention to impede the assessment or collection of any federal, state or local taxes legally required to be paid Company) with respect to the Class Atendered Series A Debentures with full power of substitution to (i) deliver certificates for such Series A Debentures to the Company, or transfer ownership of such Series A Debentures on the account books maintained by DTC, and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company; and (ii) present such Series A Debentures for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Series A Debentures, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Series A Debentures tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY SERIES B DEBENTURES ACQUIRED IN EXCHANGE FOR SERIES A DEBENTURES TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH SERIES B DEBENTURES, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH SERIES B DEBENTURES AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is not a broker-R Certificate referred dealer, the undersigned represents that it is not engaged in, and does not intend to in engage in, a distribution of Series B Debentures. If the attached affidavit. In additionundersigned is a broker-dealer that will receive Series B Debentures, we have conducted a reasonable investigation it represents that, except to the extent indicated at the time bottom of the preceding page, the Series A Debentures to be exchanged for Series B Debentures were acquired as a result of market-making activities or other trading activities and not acquired directly from the Company, and it acknowledges that it will deliver a prospectus in connection with any resale of such Series B Debentures; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF SERIES B DEBENTURES RECEIVED IN EXCHANGE FOR SERIES A DEBENTURES THAT WERE ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and found that purchase of the Transferee Series A Debentures tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Series A Debentures when, as and if the Company has historically paid its debts as they came due and we found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due. Very truly yours, Name: Title: To: JPMorgan Chase Bank, N.A. 1000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxx 00000 Re: Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Chase Mortgage Finance Corporation, JPMorgan Chase Bank, N.A. and The Bank of New York Trust Company, N.A. relating given oral or written notice thereof to the issuance of the Chase Mortgage Finance Trust Exchange Agent. If any tendered Series 2007-A3, Multi-Class Mortgage Pass-Through Certificates In connection with the administration of the Mortgage Loans held by you, as Custodian on behalf of the Trustee, A Debentures are not accepted for exchange pursuant to the above-captioned Pooling Exchange Offer for any reason, certificates for any such unaccepted Series A Debentures will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and Servicing Agreementevery obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, we request personal representatives, successors and assigns. The undersigned understands that tenders of Series A Debentures pursuant to the releaseprocedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Series B Debentures issued in exchange for the Series A Debentures accepted for exchange and return any Series A Debentures not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Series A Debentures tendered by DTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Series B Debentures issued in exchange for the Series A Debentures accepted for exchange and any certificates for Series A Debentures not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Series B Debentures issued in exchange for the Series A Debentures accepted for exchange and return any Series A Debentures not tendered or not exchanged in the name(s) of, and hereby acknowledge receiptsend said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Series A Debentures from the name of the Mortgage File registered holder(s) thereof if the Company does not accept for exchange any of the Mortgage Loan described Series A Debentures so tendered. Holders of Series A Debentures who wish to tender their Series A Debentures and (i) whose Series A Debentures are not immediately available, or (ii) who cannot deliver their Series A Debentures, this Letter of Transmittal or any other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Series A Debentures according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer - Guaranteed Delivery Procedures". See Instruction 1 regarding the completion of the Letter of Transmittal printed below. PLEASE SIGN HERE WHETHER OR NOT SERIES A DEBENTURES ARE BEING PHYSICALLY TENDERED HEREBY X ------------------------------------------- ------------ DATE X ------------------------------------------- ------------ SIGNATURE(S) OF REGISTERED HOLDER(S) DATE OR AUTHORIZED SIGNATORY AREA CODE AND TELEPHONE NUMBER: __________________ THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF SERIES A DEBENTURES AS THEIR NAME(S) APPEAR(S) ON THE SERIES A DEBENTURES OR, for the reason indicated.IF THE SERIES A DEBENTURES ARE TENDERED BY A PARTICIPANT IN DTC, AS SUCH PARTICIPANT'S NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE SERIES A DEBENTURES, OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SERIES A DEBENTURES TO WHICH THIS LETTER OF TRANSMITTAL RELATES ARE HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST (I) SET FORTH HIS OR HER FULL TITLE BELOW AND (II) UNLESS WAIVED BY THE COMPANY, SUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY SO TO ACT. SEE INSTRUCTION 4 REGARDING THE COMPLETION OF THIS LETTER OF TRANSMITTAL PRINTED BELOW. NAME(S): ____________________________________________________________________ ____________________________________________________________________ (PLEASE PRINT) CAPACITY: ____________________________________________________________________ ADDRESS: ____________________________________________________________________ ____________________________________________________________________ (INCLUDE ZIP CODE) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION: (IF REQUIRED BY INSTRUCTION 4) _____________________________________________________________________ (AUTHORIZED SIGNATURE) _____________________________________________________________________ (TITLE) _____________________________________________________________________ (NAME OF FIRM) DATED:___________________________________, 199_ FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER