Common use of Wash Clause in Contracts

Wash. 1981); In re Lemons Associates, Inc., 67 B.R. 198 (Bankr. D. Nev. 1986). See also In re ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Asset Management Corp., 67 B.R. 557, 596-98 (D.N.J. 1986) (form very important in determining whether repurchase agreement was sale or secured loan, particularly where parties to agreement were sophisticated). The MLPA uses the form and language of sales transactions. For accounting and tax purposes, the Bank will treat the transfer as an absolute sale. Except for the repurchase obligations, the Bank has no duty to satisfy the obligations to the Purchaser using its own funds. Instead, payments will be received from funds generated by the Mortgage Loans. See In re Evergreen Valley Resort, 23 B.R. 659, 661 (Bankr. D. Me. 1982) (secured loan if transferor can use any source of funds to pay transferees rather than expected repayment from obligors.) After the sale pursuant to the MLPA, the Bank will have very few rights with respect to the Mortgage Loans. Except for the repurchase obligations described above, the Bank has no liability with respect to the Mortgage Loans. The Bank has no right to payment from collections on the Mortgage Loans.

Wash. 1981); In re Lemons Associates, Inc., 67 B.R. 198 (Bankr. D. Nev. 1986). See also In re ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Asset Management Corp., 67 B.R. 557, 596-98 (D.N.J. 1986) (form very important in determining whether repurchase agreement was sale or secured loan, particularly where parties to agreement were sophisticated). The MLPA uses the form and language of sales transactions. For accounting and tax purposes, the Bank will treat the transfer as an absolute sale. Except for the repurchase obligationsobligations (and the limited advance obligations as Coop Master Servicer discussed above), the Bank has no duty to satisfy the obligations to the Purchaser using its own funds. Instead, payments will be received from funds generated by the Mortgage Loans. See In re Evergreen Valley Resort, 23 B.R. 659, 661 (Bankr. D. Me. 1982) (secured loan if transferor can use any source of funds to pay transferees rather than expected repayment from obligors.) After the sale pursuant to the MLPA, the Bank will have very few rights with respect to the Mortgage Loans. Except for the repurchase obligations described above, the Bank has no liability with respect to the Mortgage Loans. The Other than with respect to the Master Servicing Fee and the Special Servicing Fee, the Bank has no right to payment from collections on the Mortgage Loans. The rights the Bank retains with respect to the Mortgage Loans relate primarily to the mechanics of administration: the right to receive notices, certain control over the enforcement of payment obligations on behalf of the Trustee, and other similar rights. These types of rights do not carry with them the economic benefits or burdens of ownership.