Common use of Intention of the Parties Clause in Contracts

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunder. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser a security interest in all of the assets transferred hereunder, whether now owned or hereafter acquired.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunderpledge thereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser of a security interest in all of the assets transferred hereundertransferred, whether now owned or hereafter acquired.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller and the Servicer shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunderpledge thereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser of a security interest in all of the assets transferred hereundertransferred, whether now owned or hereafter acquired.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller Company is selling, the Mortgage Loans and not a debt instrument of the Seller Company or another security. Accordingly, the parties hereto each intend to treat the transaction for federal Federal income tax purposes as a sale by the SellerCompany, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Loan Files to determine the characteristics of the Mortgage Loans which shall affect the federal Federal income tax consequences of owning the Mortgage Loans and the Seller Company shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It In the event, for any reason, any transaction contemplated herein is not construed by any court or regulatory authority as a borrowing rather than as a sale, the intention of Company and the parties Purchaser intend that such conveyances be deemed the Purchaser or its assignee, as the case may be, shall have a grant of a perfected first priority security interest in the Mortgage Loans transferred hereunder. HoweverLoans, in the event that, notwithstanding Custodial Account and the intent proceeds of any and all of the partiesforegoing (collectively, the "Collateral"), free and clear of adverse claims. In such assets are held to case, the Company shall be the property of the Seller or if for any other reason this Agreement is held or deemed to create have hereby granted to the Purchaser or its assignee, as the case may be, a first priority security interest in either and lien upon the Collateral, free and clear of adverse claims. In such assetsevent, then (a) the related Trade Confirmation and this Agreement shall be constitute a security agreement within agreement, the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement Custodian shall be deemed to be a grant by an independent custodian for purposes of perfection of the Seller security interest granted to the Purchaser ofor its assignee, as the case may be, and the Seller hereby grants to Purchaser or its assignee, as the Purchaser a security interest in case may be, shall have all of the assets transferred hereunder, whether now owned or hereafter acquiredrights of a secured party under applicable law.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller Company is selling, the Mortgage Loans and not a debt instrument of the Seller Company or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the SellerCompany, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller Company shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunderpledge thereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller Company or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant by the Seller Company to the Purchaser of, and the Seller hereby grants to the Purchaser of a security interest in all of the assets transferred hereundertransferred, whether now owned or hereafter acquired.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller Seller/Servicer is selling, the Mortgage Loans and not a debt instrument of the Seller Seller/Servicer or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller/Servicer, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller Seller/Servicer shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunderpledge thereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller Seller/Servicer or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (ai) this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York Michigan and (bii) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant by the Seller Seller/Servicer to the Purchaser of, and the Seller hereby grants to the Purchaser of a security interest in all of the assets transferred hereundertransferred, whether now owned or hereafter acquired.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunderpledge thereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser of a security interest in all of the assets transferred hereundertransferred, whether now owned or hereafter acquired. The Seller and the Purchaser each acknowledge that the transaction contemplated by this Agreement does not involve, nor is it intended in any way to constitute, the sale of a “security” or “securities” within the meaning of any applicable securities laws, and none of the representations, warranties, or agreements of the Seller or the Purchaser shall create any inference that the transactions involve any “security” or “securities.”

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunder. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser Purchaser, a security interest in all of the assets transferred hereunder, whether now owned or hereafter acquired.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunderpledge thereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser of a security interest in all of the assets transferred hereundertransferred, whether now owned or hereafter acquired.. 57

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunder. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be a security agreement within the meaning of the Uniform Commercial Code of the State of New York Maryland and (b) the conveyances provided for in this Agreement shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser a security interest in all of the assets transferred hereunder, whether now owned or hereafter acquired.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunder. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then then (a) this Agreement shall be a security agreement within the meaning of the Uniform Commercial Code of the State of New York Maryland and (b) the conveyances provided for in this Agreement shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser a security interest in all of the assets transferred hereunder, whether now owned or hereafter acquired.

Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files to determine the characteristics of the Mortgage Loans which shall affect the federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review. It is not the intention of the parties that such conveyances be deemed a grant of a security interest in the Mortgage Loans transferred hereunderpledge thereof. However, in the event that, notwithstanding the intent of the parties, such assets are held to be the property of the Seller or if for any other reason this Agreement is held or deemed to create a security interest in either such assets, then (a) this Agreement shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code of the State of New York and (b) the conveyances provided for in this Agreement shall be deemed to be an assignment and a grant by the Seller to the Purchaser of, and the Seller hereby grants to the Purchaser of a security interest in all of the assets transferred hereundertransferred, whether now owned or hereafter acquired. SECTION 21.