Common use of Intent and Characterization Clause in Contracts

Intent and Characterization. (a) Seller and Purchaser intend that the assignments of the Replacement Mortgage Loan Excess Spread pursuant to this Agreement and each Assignment Agreement constitute valid sales of such Replacement Mortgage Loan Excess Spread from Seller to Purchaser, conveying good title thereto free and clear of any Lien, and that the beneficial interest in and title to such Replacement Mortgage Loan Excess Spread not be part of Seller’s estate in the event of the bankruptcy of Seller. Seller and Purchaser intend and agree to treat the transfer and assignment of the Replacement Mortgage Loan Excess Spread as an absolute sale for tax purposes, and as an absolute and complete conveyance of title for property law purposes. Except for financial accounting purposes, neither party intends the transactions contemplated hereby to be characterized as a loan from Purchaser to Seller. (b) In the event (but only in the event) that the conveyance of the Replacement Mortgage Loan Excess Spread is characterized by a court or governmental authority as security for a loan rather than a sale, Seller will be deemed to have granted to Purchaser, and Seller hereby grants to Purchaser, a security interest in all of its right, title and interest in, to and under the Replacement Mortgage Loan Excess Spread and all proceeds thereof as security for a loan in an amount equal to the product of (x) the aggregate outstanding Replacement Mortgage Loan principal balance as of the Replacement Date, (y) the Purchase Price Percentage and (z) 0.65.

Intent and Characterization. (a) Seller and Purchaser intend that the assignments sale of the Replacement Mortgage Loan applicable Sold Percentages of the Excess Spread MSRs pursuant to this Agreement and each Assignment Agreement constitute constitutes a valid sales sale of such Replacement Mortgage Loan percentages of the Excess Spread MSRs from Seller to Purchaser, conveying good title thereto free and clear of any LienLien other than Permitted Liens, and that the beneficial interest in and title to such Replacement Mortgage Loan the applicable Sold Percentages of the Excess Spread MSRs not be part of Seller’s estate in the event of the bankruptcy of Seller. Seller and Purchaser intend and agree to treat the transfer and assignment of the Replacement Mortgage Loan applicable Sold Percentages of the Excess Spread MSRs as an absolute sale for tax purposes, and as an absolute and complete conveyance of title for property law purposes. In the case of the applicable Sold Percentage of the Excess MSR with respect to a New Mortgage Loan, Seller and Purchaser intend that, solely for income tax purposes, the sale and assignment shall occur as of the Refinancing Date of the related Refinanced Mortgage Loan. Seller and Purchaser intend that, for income tax purposes, the replacement of the applicable Sold Percentage of the Excess MSR with respect to a Refinanced Mortgage Loan with the applicable Sold Percentage of the Excess MSR with respect to the related New Mortgage Loan and any related Additional Mortgage Loans pursuant to Article III shall be treated as a sale of the applicable Sold Percentage of the Excess MSR with respect to the Refinanced Mortgage Loan in exchange for the applicable Sold Percentage of the Excess MSR with respect to the related New Mortgage Loan and any related Additional Mortgage Loans (or payment in cash of the Make Whole Amount in lieu thereof pursuant to Section 3.02(c). Except for financial accounting purposes, neither party intends the transactions contemplated hereby to be characterized as a loan from Purchaser to Seller. (b) In The Parties hereto shall treat the event (but only Excess MSRs for income tax purposes as a series of “stripped coupons” within the meaning of Section 1286 of the Code. Seller shall not, without Purchaser’s prior written consent, make an election under Revenue Procedure 91-50 for any taxable year that would result in the event) that the conveyance of the Replacement Revenue Procedure 91-50 safe harbor applying to any Mortgage Loan Servicing Right with respect to which an Excess Spread MSR is characterized by a court or governmental authority as security for a loan rather than a sale, Seller will be deemed transferred to have granted Purchaser pursuant to Purchaser, and Seller hereby grants to Purchaser, a security interest in all of its right, title and interest in, to and under the Replacement Mortgage Loan Excess Spread and all proceeds thereof as security for a loan in an amount equal to the product of (x) the aggregate outstanding Replacement Mortgage Loan principal balance as of the Replacement Date, (y) the Purchase Price Percentage and (z) 0.65this Agreement.

Intent and Characterization. (a) Seller and Purchaser intend that the assignments each sale of the Replacement Mortgage Loan Sold Percentage of the Excess Spread MSRs pursuant to this Agreement and each Assignment Agreement constitute constitutes a valid sales sale of such Replacement Mortgage Loan percentage of the related Excess Spread MSRs from Seller to Purchaser, conveying good title thereto free and clear of any LienLien other than Permitted Liens, and that the beneficial interest in and title to such Replacement Mortgage Loan each Sold Percentage of the related Excess Spread MSRs not be part of Seller’s estate in the event of the bankruptcy of Seller. Seller and Purchaser intend and agree to treat the transfer and assignment of each Sold Percentage of the Replacement Mortgage Loan related Excess Spread MSRs as an absolute sale for tax purposes, and as an absolute and complete conveyance of title for property law purposes. In the case of the Sold Percentage of the Excess MSR with respect to a New Mortgage Loan, Seller and Purchaser intend that, solely for income tax purposes, the sale and assignment shall occur as of the Refinancing Date of the related Refinanced Mortgage Loan. Seller and Purchaser intend that, for income tax purposes, the replacement of the Sold Percentage of the Excess MSR with respect to a Refinanced Mortgage Loan with the Sold Percentage of the Excess MSR with respect to the related New Mortgage Loan and any related Additional Mortgage Loans pursuant to Article III shall be treated as a sale of the Sold Percentage of the Excess MSR with respect to the Refinanced Mortgage Loan in exchange for the Sold Percentage of the Excess MSR with respect to the related New Mortgage Loan and any related Additional Mortgage Loans (or payment in cash of the Make Whole Amount in lieu thereof pursuant to Section 3.02(c). Except for financial accounting purposes, neither party intends the transactions contemplated hereby to be characterized as a loan from Purchaser to Seller. (b) In The Parties hereto shall treat the event (but only Excess MSRs for income tax purposes as a series of “stripped coupons” within the meaning of Section 1286 of the Code. Seller shall not, without Purchaser’s prior written consent, make an election under Revenue Procedure 91-50 for any taxable year that would result in the event) that the conveyance of the Replacement Revenue Procedure 91-50 safe harbor applying to any Mortgage Loan Servicing Right with respect to which an Excess Spread MSR is characterized by a court or governmental authority as security for a loan rather than a sale, Seller will be deemed transferred to have granted Purchaser pursuant to Purchaser, and Seller hereby grants to Purchaser, a security interest in all of its right, title and interest in, to and under the Replacement Mortgage Loan Excess Spread and all proceeds thereof as security for a loan in an amount equal to the product of (x) the aggregate outstanding Replacement Mortgage Loan principal balance as of the Replacement Date, (y) the Purchase Price Percentage and (z) 0.65this Agreement.

Intent and Characterization. (a) Seller and Purchaser intend that the assignments sale of the Replacement Mortgage Loan Sold Percentage of the Excess Spread MSRs pursuant to this Agreement and each Assignment Agreement constitute constitutes a valid sales sale of such Replacement Mortgage Loan percentage of the Excess Spread MSRs from Seller to Purchaser, conveying good title thereto free and clear of any LienLien other than Permitted Liens, and that the beneficial interest in and title to such Replacement Mortgage Loan the Sold Percentage of the Excess Spread MSRs not be part of Seller’s estate in the event of the bankruptcy of Seller. Seller and Purchaser intend and agree to treat the transfer and assignment of the Replacement Mortgage Loan Sold Percentage of the Excess Spread MSRs as an absolute sale for tax purposes, and as an absolute and complete conveyance of title for property law purposes. In the case of the Sold Percentage of the Excess MSR with respect to a New Mortgage Loan, Seller and Purchaser intend that, solely for income tax purposes, the sale and assignment shall occur as of the Refinancing Date of the related Refinanced Mortgage Loan. Seller and Purchaser intend that, for income tax purposes, the replacement of the Sold Percentage of the Excess MSR with respect to a Refinanced Mortgage Loan with the Sold Percentage of the Excess MSR with respect to the related New Mortgage Loan and any related Additional Mortgage Loans pursuant to Article III shall be treated as a sale of the Sold Percentage of the Excess MSR with respect to the Refinanced Mortgage Loan in exchange for the Sold Percentage of the Excess MSR with respect to the related New Mortgage Loan and any related Additional Mortgage Loans (or payment in cash of the Make Whole Amount in lieu thereof pursuant to Section 3.02(c). Except for financial accounting purposes, neither party intends the transactions contemplated hereby to be characterized as a loan from Purchaser to Seller. (b) In The Parties hereto shall treat the event (but only Excess MSRs with respect to Mortgage Servicing Rights created or acquired on or after January 1, 2012, for income tax purposes as a series of “stripped coupons” within the meaning of Section 1286 of the Code. Seller shall not, without Purchaser’s prior written consent, make an election under Revenue Procedure 91-50 for any taxable year that would result in the event) that the conveyance of the Replacement Revenue Procedure 91-50 safe harbor applying to any Mortgage Loan Servicing Right with respect to which an Excess Spread MSR is characterized by a court or governmental authority as security for a loan rather than a sale, Seller will be deemed transferred to have granted Purchaser pursuant to Purchaser, and Seller hereby grants to Purchaser, a security interest in all of its right, title and interest in, to and under the Replacement Mortgage Loan Excess Spread and all proceeds thereof as security for a loan in an amount equal to the product of (x) the aggregate outstanding Replacement Mortgage Loan principal balance as of the Replacement Date, (y) the Purchase Price Percentage and (z) 0.65this Agreement.

Intent and Characterization. (a) Seller and Purchaser intend that the assignments each sale of the Replacement Mortgage Loan Sold Percentage of the Excess Spread MSRs pursuant to this Agreement and each Assignment Agreement constitute constitutes a valid sales sale of such Replacement Mortgage Loan percentage of the related Excess Spread MSRs from Seller to Purchaser, conveying good title thereto free and clear of any LienLien other than Permitted Liens, and that the beneficial interest in and title to such Replacement Mortgage Loan each Sold Percentage of the related Excess Spread MSRs not be part of Seller’s estate in the event of the bankruptcy of Seller. Seller and Purchaser intend and agree to treat the transfer and assignment of each Sold Percentage of the Replacement Mortgage Loan related Excess Spread MSRs as an absolute sale for tax purposes, and as an absolute and complete conveyance of title for property law purposes. Except In the case of the Sold Percentage of the Excess MSR with respect to a New Mortgage Loan, Seller and Purchaser intend that, solely for financial accounting income tax purposes, neither party intends the transactions contemplated hereby to be characterized as a loan from Purchaser to Seller. (b) In the event (but only in the event) that the conveyance of the Replacement Mortgage Loan Excess Spread is characterized by a court or governmental authority as security for a loan rather than a sale, Seller will be deemed to have granted to Purchaser, sale and Seller hereby grants to Purchaser, a security interest in all of its right, title and interest in, to and under the Replacement Mortgage Loan Excess Spread and all proceeds thereof as security for a loan in an amount equal to the product of (x) the aggregate outstanding Replacement Mortgage Loan principal balance assignment shall occur as of the Replacement DateRefinancing Date of the related Refinanced Mortgage Loan. Seller and Purchaser intend that, for income tax purposes, the replacement of the Sold Percentage of the Excess MSR with respect to a Refinanced Mortgage Loan with the Sold Percentage of the Excess MSR with respect to the related New Mortgage Loan and any related Additional Mortgage Loans pursuant to Article III shall be treated as a sale of the Sold Percentage of the Excess MSR with respect to the Refinanced Mortgage Loan in exchange for the Sold Percentage of the Excess MSR with respect to the related New Mortgage Loan and any related Additional Mortgage Loans (y) or payment in cash of the Purchase Price Percentage and (z) 0.65.Make Whole Amount in lieu thereof pursuant to Section 3.02