Procedures Items to Be Delivered. Agreement to Pay Reference Spread; Recapture. Subject to, and upon the terms and conditions of this Agreement, with respect to each MSR Package, on the related Closing Date, the Payee will make the applicable Upfront Payment to Payor pursuant to the schedule set forth in the Funding Schedule, and Payor will agree to make payments to the Payee, in each case, in accordance with Section 3.03. Notwithstanding anything to the contrary in this Agreement, the obligation of Payor to make such payments described in Section 3.03, for non-tax purposes (i) shall constitute an unsecured corporate obligation of Payor only and (ii) shall not represent a legal, beneficial or security interest in the Servicer, the Servicing Agreement, the Mortgage Servicing Rights, the Servicing Spread or the Servicing Spread Collections. Notwithstanding anything to the contrary in this Agreement or the other Transaction Documents, it is the intention of the Parties hereto that Pxxxx’s allocation hereunder from time to time of Mortgage Servicing Rights be treated for all U.S. federal, state and local income and franchise tax purposes as the sale by Payor and the purchase by Payee of the Reference Spread which does not include any amounts needed by the Payor to meet its servicing obligations. In the event a Mortgage Loan is refinanced by the Servicer or Subservicer, the Payor agrees to incorporate such refinanced mortgage loan or, if applicable, another substantially similar mortgage loan (each such Mortgage Loan, a “Recaptured Mortgage Loan”) in its calculation and payment of the Reference Spread. Servicer shall not solicit any mortgagor under any Mortgage Loan to refinance any Mortgage Loan, and shall not provide information concerning any Mortgage Loan to anyone other than the Subservicer to facilitate refinancing of any Mortgage Loan. Servicer shall pass through to Payee any make-whole payments received by Servicer from Subservicer in respect of any refinancing of a Mortgage Loan that does not become a Recaptured Mortgage Loan. In the event a Mortgage Servicing Right with respect to a Mortgage Loan is repurchased by the Payor or a prior owner thereof, the Payor shall remit the applicable proceeds actually received from such payor or prior owner, as applicable, with respect to such Mortgage Servicing Right net of (i) any deboarding fees and other amounts due to the Subservicer and (ii) the Payor’s documented reasonable out-of-pocket costs and expenses associated with such repurchase, inc...
Procedures Items to Be Delivered
