When did Florida's warehouse-mortgage exemption prevent documentary stamp and nonrecurring intangible tax on a lender's loan, collateral assignments, and purchased loans?

Plain-English summary

The out-of-state warehouse loan agreement was not subject to Florida documentary stamp or nonrecurring intangible tax, and qualifying collateral assignments did not create a second layer of tax. The agreement was made, executed, delivered, and held outside Florida and initially was not secured by Florida real property.

Florida collateral assignments that pledged already-taxed Florida loan obligations were protected by the wholesale warehouse mortgage exemption. The result depended on all documentary stamp and nonrecurring intangible tax due on the underlying Florida collateral obligations having already been paid.

The Department also approved three related results: purchasing loans from the taxpayer's affiliate did not create added tax; non-Florida collateral documents executed or delivered in Florida remained untaxed if they contained no promise to pay, did not alter the warehouse debt or acknowledge funding, and had no Florida real-property security; and bringing completed loan, lease, and assignment documents into Florida solely for servicing and collection did not create tax.

What this means for you

Warehouse financing requires transaction-by-transaction tracing. The principal obligation, underlying collateral loan, collateral assignment, affiliate transfer, and later servicing move each have separate tax rules.

The exemption prevents duplicative tax, not the original tax on Florida collateral obligations. If the underlying Florida note or mortgage was taxable, that tax had to be paid before the warehouse collateral assignment received the exemption.

Common questions

Q: Why was the warehouse loan agreement itself untaxed? It was made, executed, delivered, and held outside Florida and was not initially secured by Florida real property.

Q: Could a Florida-recorded collateral assignment be exempt? Yes, when made under the warehouse agreement and the required tax had already been paid on the pledged Florida collateral obligation.

Q: Did buying an existing Florida loan from an affiliate create another tax? No. The taxpayer became the holder through a purchase and assignment, and the prior nonrecurring tax had been paid.

Q: Could non-Florida assignment documents be signed or delivered in Florida? On the stated facts, yes, if they merely granted security, contained no payment promise, did not change the warehouse obligation or acknowledge funding, and were not secured by Florida real property.

Q: Did moving the documents into Florida for servicing trigger tax? No. They were brought in solely to collect and service completed transactions, with Florida taxes already paid where due.

Citations and references

• Fla. Stat. §§ 201.01 and 201.08 — documentary stamp tax on obligations and recorded indebtedness
• Fla. Stat. § 201.21 — wholesale warehouse mortgage exemption
• Fla. Stat. § 201.23(1)(c) — out-of-state obligations brought into Florida for collection
• Fla. Stat. § 199.133 — nonrecurring intangible tax tied to Florida real-property security
• Fla. Stat. § 199.145(2) — no additional nonrecurring tax after a taxed obligation is assigned
• Fla. Admin. Code rr. 12B-4.053(35) and 12B-4.054 — out-of-state notes, assignments, and warehouse collateral
• Fla. Stat. § 213.22 — Technical Assistance Advisements

Source

• Landing page: Florida Tax Law Library
• Advisement: TAA 97M-004

Original ruling text

SUMMARY

A warehouse loan agreement made, executed and delivered
outside of Florida which is not secured by a mortgage in
Florida is not subject to the Documentary stamp tax and
nonrecurring intangible tax. Documentary stamp tax and
nonrecurring intangible tax will not be due upon the
execution, delivery, filing or recordation in Florida of
the Florida collateral assignment documents which pledge
Florida collateral obligations as security for the
taxpayer's obligation under the warehouse loan agreement,
provided that the tax was paid on the Florida collateral
obligations. No documentary stamp tax or nonrecurring
intangible tax will be due on the purchase by the taxpayer
and assignment to the taxpayer of Florida and non-Florida
collateral obligations from its affiliate, who originated
the loans.

Aug 21, 1997

Re: Technical Assistance Advisement No. 97(M)-004
Florida Documentary Stamp Tax; Florida Nonrecurring
Intangible Tax; Warehouse Mortgage Exemption
Sections 201.01, 201.08, 201.21, 201.23, 199.133, 199.145,
F.S.
XXX (The Taxpayer)
XXX (The Lender)
XXX (Affiliate)
XXX (Servicing Agent)
XXX (The Trustee)
XXX (The Custodian)

Dear :

This is in response to your letter dated May 30, 1997,
requesting a Technical Assistance Advisement regarding the
applicability of Documentary Stamp Tax and Intangible Tax, under
the facts and documents set forth herein.

Statement of Facts

The Taxpayer is an out-of-state limited liability company
which has negotiated and entered into a $XX warehouse mortgage
loan agreement (the "Warehouse Loan Agreement") with an out-of
state corporation (the "Lender"). The Warehouse Loan Agreement,
which was made, executed and delivered outside Florida, contains
the Taxpayer's unconditional obligation to pay amounts actually
funded by the Lender pursuant to the Warehouse Loan Agreement.
To date, nothing has been filed or recorded in Florida with
regard to the Warehouse Loan Agreement or any collateral to be
provided by Taxpayer to secure its payment obligations
thereunder (as described below). The Lender will hold the
Warehouse Loan Agreement outside of Florida.

Pursuant to the Warehouse Loan Agreement, the Taxpayer is
entitled to obtain funds from the Lender to make Florida and
non-Florida loans directly to third parties, which loans to
third parties will be either (i) secured by a recorded mortgage
encumbering a fee simple interest in real estate, (ii) secured
by a recorded mortgage encumbering a leasehold interest in real
estate, (iii) secured by a perfected security interest in
personal property, or (iv) secured by leases of personal
property which, for Florida documentary stamp tax purposes, will
be treated as personal property financing transactions.

Additionally, the Taxpayer will be entitled to use the
warehouse loan proceeds to purchase Florida and non-Florida real
property which it will lease to third parties (the "True Lease
Transactions").

The Taxpayer also will be entitled to purchase secured
loans, which loans will be similar to the four types of loans
originated by the Taxpayer as described above, and real property
subject to True Lease Transactions from a Florida corporation,
an affiliate of the Taxpayer ("Affiliate"). Prior to any such
purchase of loans and real property by Taxpayer from Affiliate
and the assignment of same to the Taxpayer, Florida documentary
stamp tax and nonrecurring intangible tax due with respect to
such loan transactions originated by Affiliate and the True

Lease Transactions, if any, will have been paid in accordance
with Florida Statutes Chapters 199 and 201.

The four types of loans originated by the Taxpayer, as
described above, and the secured loans originated by Affiliate
and purchased by the Taxpayer from Affiliate, as described
above, are hereinafter referred to individually and collectively
as the "Collateral Obligations."

For purposes of analyzing the Florida taxation of the
Taxpayer's activities, the Taxpayer's transactions (as
summarized above) generally may be categorized as follows: (1)
Florida Collateral Obligations, (2) non-Florida Collateral
Obligations, and (3) non-Collateral Obligations (i.e., True
Lease Transactions).

Florida Collateral Obligations will involve the Taxpayer's
making loans to third parties which will be secured by mortgages
or pledges of Florida assets (i.e., real and personal property
situated in Florida). Notes, mortgages and security agreements
creating the Florida Collateral Obligations generally will be
made, executed and delivered in Florida. When notes or other
written obligations to pay money are made, executed or delivered
in Florida, or when mortgages or security agreements relating to
Florida Collateral Obligations are filed or recorded in Florida,
documentary stamp taxes will be paid on the principal amount of
the Collateral Obligations in accordance with Florida Statutes
Section 201.08 and applicable Florida Administrative Code Rules.
Likewise, all nonrecurring intangible taxes due under Florida
Statutes Chapter 199 will be paid when the note or other written
obligation to pay money is secured by a mortgage encumbering
Florida real property. Florida Collateral Obligations include
Florida secured loans which are originated by Affiliate and
purchased by the Taxpayer from Affiliate.

Non-Florida Collateral Obligations will involve the
Taxpayer making loans to third parties which will be secured by
mortgages or pledges of real and personal property situated
outside of Florida. All notes or other written obligations to
pay money, mortgages and security agreements creating and
securing the non-Florida Collateral Obligations will be made,

executed and delivered outside of Florida. However, some of the
following documents may be made, executed or delivered in
Florida: commitment letters, closing statements, UCC financing
statements, side letters, construction loan agreements (where
applicable), draw requests and escrow agreements.

The Taxpayer specifically represents that none of the nonFlorida Collateral Obligations documents made, executed or
delivered in Florida will:

(i)

Contain a written promise to pay;

(ii)

Define, amend, modify or enlarge any existing
promise to pay; or

(iii)

Acknowledge receipt of funds.

In no event will documents evidencing or securing the nonFlorida Collateral Obligations be recorded or filed in Florida.
Non-Florida Collateral Obligations include non-Florida secured
loans which are originated by Affiliate and purchased by the
Taxpayer from Affiliate.

True Lease Transactions will involve the Taxpayer's using
Warehouse Loan Agreement proceeds to purchase (and in some cases
construct improvements on) Florida and non-Florida real
property, and then leasing such property to third party lessees
pursuant to the terms of a typical arm's-length (non-financing)
lease agreement. True Lease Transactions also may involve the
Taxpayer's entering into a ground lease of undeveloped Florida
or non-Florida real property and then constructing improvements
thereon for eventual lease to third parties under a typical
arm's-length (non-financing) lease agreement. The documentary
stamp tax on deeds imposed under Florida Statutes Chapter 201
will be paid with respect to the Taxpayer's purchase of any
Florida real property, and any documentary stamp tax and
nonrecurring intangible tax imposed under Florida Statutes
Chapters 201 and 199 in respect of any recorded collateral
assignments of leases or mortgages on Florida property granted
by the Taxpayer to Lender will be paid in full.

The Warehouse Loan Agreement requires the Taxpayer to grant
a security interest in the Collateral Obligations in favor of

the Lender (the "Collateral Assignments"). Typically, the
Collateral Assignments will be either a collateral assignment of
mortgage or an assignment of security agreement. Similarly, the
Warehouse Loan Agreement requires the Taxpayer to grant a
security interest in favor of the Lender in its rights relating
to the True Lease Transactions, either by a collateral
assignment of landlord's interest in a lease or by a recorded
mortgage.

Pursuant to the terms of a servicing agreement (the
"Servicing Agreement"), the Florida and non-Florida Collateral
Obligations documents and the True Lease Transaction documents
(not all of which are secured by real estate) will be brought
into Florida to be held by a Florida corporation affiliated with
the Taxpayer (the "Servicing Agent"), for the purposes of
collecting payments on the Collateral Obligations and True Lease
Transactions and paying the Taxpayer's payment obligation to
Lender under the Warehouse Loan Agreement. The Servicing Agent
holds a lender license under Florida Statutes Section 494.006494.0077.

The Warehouse Loan Agreement requires Taxpayer to assign
its interests relating to the Collateral Obligations and the
Taxpayer's interests relating to the True Lease Transactions to
the Lender. Pursuant to the securitization provisions of the
Warehouse Loan Agreement, the Taxpayer entered into a trust
agreement (the "Trust Agreement") with Servicing Agent and a
bank (the "Trustee"). The Trust Agreement provides that
Taxpayer will grant a security interest in the Collateral
Obligations and the Taxpayer's interests in the True Lease
Transactions to Trustee, which will hold the security interests
for the benefit of the Lender. Pursuant to a custodial
agreement (the "Custodial Agreement"), Trustee authorized a bank
(the "Custodian") to take possession of the Collateral
Obligations documents outside of Florida for the purpose of
perfection under Article 9 of the UCC, among other things.

The Collateral Assignments and the Collateral Assignment
Documents will not incorporate by reference the Warehouse Loan
Agreement, but will state that they are given as security for
the Taxpayer's obligations under the Warehouse Loan Agreement.

The Collateral Assignment Documents assigning the Taxpayer's
interest in Florida Collateral Obligations and True Lease
Transactions to or in favor of the Lender generally will be
made, executed, delivered and recorded or filed in Florida,
whereas the Collateral Assignment Documents transferring the
Taxpayer's interest in non-Florida Collateral Obligations and
True Lease Transactions to or in favor of the Lender may be,
from time to time, made, executed and delivered in Florida, but
will only be recorded or filed outside of Florida.

Requested Advice

(A) The Warehouse Loan Agreement is not subject to Florida
documentary stamp tax or nonrecurring intangible tax
because it was not made, executed or delivered in
Florida. Florida Statutes Sections 201.01; 201.08 and
199.133; Florida Administrative Code Rule
12B-4.053(35).
(B) The Warehouse Loan Agreement and non-Florida
Collateral Assignment Documents will not be subject to
documentary stamp tax or nonrecurring intangible tax
by reason of or as a result of the execution or
delivery of non-Florida Collateral Assignment
Documents in Florida, provided that the non-Florida
Collateral Assignment Documents do not contain,
define, amend, modify or enlarge the Taxpayer's
promise to pay the principal sums due under the
Warehouse Loan Agreement, do not acknowledge the
funding of the Warehouse Loan Agreement proceeds or
the Taxpayer's loans to third parties, and are not
secured by Florida real property. Florida Statutes
Sections 201.01, 201.08 and 199.133(2); Florida
Administrative Code Rule 12B-4.053(35).
(C) Documentary stamp tax and nonrecurring intangible tax
will not be due upon the execution, delivery, filing
or recordation in Florida of the Florida Collateral
Assignment Documents, which documents pledge Florida
Collateral Obligations as security for the Taxpayer's
obligation under the Warehouse Loan Agreement.
Florida Statutes Sections 201.21, 199.133 and
199.145(2); Florida Administrative Code Rule 12B-

4.054(4).
(D) No documentary stamp tax or nonrecurring intangible
tax will be due on the purchase by Taxpayer and
assignment to Taxpayer of Florida and non-Florida
Collateral Obligations from Affiliate, which
Collateral Obligations represent loans Previously
originated by Affiliate. Florida Administrative Code
Rule 12B-4.054(6); Florida Statutes Sections 199.133
and 199.145(2).
(E) No documentary stamp tax or nonrecurring intangible
tax will be due upon bringing the Florida and nonFlorida Collateral Obligations and True Lease
Transaction documents and the Collateral Assignment
Documents into Florida to be held by the Servicing
Agent for the purposes of collecting payments from
third parties in respect of the Collateral Obligations
and True Lease Transactions and, in turn, paying the
Taxpayer's obligation to Lender under the Warehouse
Loan Agreement. Florida Administrative Code Rule 12B4.053(35); 1980 Op. Att'y. Gen. Fla. 080-79 (Sept. 24,
1980); Florida Statutes Sections 201.23(1)(c); 199.133
and 199.145(2).

Provisions of Law

Florida Statutes Section 201.08 imposes documentary stamp
tax on promissory notes and other written obligations to pay
money which are made, executed or delivered in Florida, and upon
mortgages, trust deeds, security agreements and other evidences
of indebtedness which are filed or recorded in Florida.

A promissory note which is made, executed and delivered
outside of Florida is not a taxable document for documentary
stamp tax purposes within the purview of Florida Statutes
Sections 201.01 and 201.08. 1980 Op. Att'y. Gen. Fla. 080-79
(Sept. 24, 1980); See also Florida Administrative Code Rule 12B4.053(35).

Promissory notes which have been made, executed and
delivered outside of Florida may be brought into Florida for
collection without being subject to tax. Florida Statutes

Section 201.23(1)(c); Florida Administrative Code Rules 12B4.054(18) and 12B-4.053(35).

An assignment of a mortgage by a lender to a new lender who
has purchased the note and mortgage and becomes the holder of
the note and mortgage is not subject to documentary stamp tax.
However, where the assignment of a mortgage is given as
collateral security for a new loan, the assignment is a taxable
mortgage when recorded in Florida. Florida Administrative Code
Rules 12B-4.054(6) and 12B-4.053(28).

Florida Statutes Section 201.21 exempts from all excise
taxes principal obligations when the maker thereof pledges or
deposits with the payee or holder thereof, pursuant to any
agreement commonly known as a wholesale warehouse mortgage
agreement, as collateral security for the payment thereof, any
collateral obligation or obligations, provided all excise taxes
imposed under Chapter 201 upon or in respect to such collateral
obligation or obligations shall have been paid. The term
"collateral obligation" means any note, bond, or other written
obligation to pay money secured by mortgage, deed of trust, or
other lien upon real or personal property. A collateral
assignment of a collateral obligation made pursuant to a
wholesale warehouse mortgage agreement does not invalidate the
exemption from documentary stamp taxation under this provision.
Florida Statutes Section 201.21; Florida Administrative Code
Rule 12B-4.054(4).

Florida Statutes Section 199.133(1) imposes a one-time
nonrecurring tax on every promissory note and other obligation
for payment of money if, and to the extent, such note or
obligation is secured by a mortgage, deed of trust, or other
lien upon Florida real property.

The nonrecurring tax applies to a note, bond, or other
obligation for payment of money only to the extent it is secured
by mortgage, deed of trust, or other lien upon real property
situated in Florida. Florida Statutes Section 199.133(2).

No additional nonrecurring intangible tax is due upon the
assignment by the obligee of a note, bond, or other obligation

for the payment of money upon which the nonrecurring tax
previously has been paid. Florida Statutes Section 199.145(2).

Determination

The responses to your questions are as follows:

(A) The Warehouse Loan Agreement is not subject to Florida
documentary stamp tax or nonrecurring intangible tax
because it was not made, executed or delivered in
Florida.

Documentary Stamp Tax: The Taxpayer's written
obligation to pay money to the Lender is set forth
exclusively in the Warehouse Loan Agreement. The
Warehouse Loan Agreement was made and executed by the
Taxpayer outside Florida and delivered to the Lender
outside Florida. Since the Florida documentary stamp
tax is not imposed upon obligations to pay money which
are made, executed and delivered outside Florida, the
Warehouse Loan Agreement is not subject to the
documentary stamp tax.

Nonrecurring Intangible Tax: When the Warehouse Loan
Agreement was made, executed and delivered outside
Florida, it was not secured by a mortgage, deed of
trust, or other lien upon real property situated in
Florida. The making, execution and delivery of the
Warehouse Loan Agreement outside of Florida did not
give rise to nonrecurring intangible taxes.

(B) The Warehouse Loan Agreement and non-Florida
Collateral Assignment Documents will not be subject to
documentary stamp tax or nonrecurring intangible tax
by reason of or as a result of the execution or
delivery of non-Florida Collateral Assignment
Documents in Florida, provided that the non-Florida
Collateral Assignment Documents do not contain,
define, amend, modify or enlarge the Taxpayer's
promise to pay the principal sums due under the
Warehouse Loan Agreement, do not acknowledge the

funding of the Warehouse Loan Agreement proceeds or
the Taxpayer's loans to third parties, and are not
secured by Florida real property.

Documentary Stamp Tax: The Florida documentary stamp
tax applies, in part, to promissory notes and other
written obligations to pay money which are made,
executed or delivered in Florida. The Warehouse Loan
Agreement will not be subject to Florida documentary
stamp tax because the Warehouse Loan Agreement
confirms and completes the Taxpayer's obligation to
pay money to the Lender and was made, executed and
delivered outside of Florida.

The non-Florida Collateral Assignment Documents,
including those which are made, executed and/or
delivered in Florida, will not be subject to
documentary stamp tax because such documents will
grant merely a security interest in favor of the
Lender and will not contain a promise to pay, will not
define, amend, modify or enlarge the Taxpayer's
promise to pay under the Warehouse Loan Agreement, and
will not acknowledge the funding of the Warehouse Loan
Agreement proceeds or the Collateral Obligations loan
proceeds.

Nonrecurring Intangible Tax: The non-Florida
Collateral Assignment Documents will not be subject to
nonrecurring intangible tax because they will not be
secured by mortgage, deed of trust, or other lien upon
real property situated in Florida. To the extent the
Warehouse Loan Agreement is secured by non-Florida
Collateral Obligations, the Warehouse Loan Agreement
will not be subject to nonrecurring intangible tax.

(C) Documentary stamp tax and nonrecurring intangible tax
will not be due upon the execution, delivery, filing
or recordation in Florida of the Florida Collateral
Assignment Documents, which documents pledge Florida
Collateral Obligations as security for the Taxpayer's
obligation under the Warehouse Loan Agreement.

Documentary Stamp Tax: The documentary stamp tax,
absent an exemption, taxes collateral assignments of
mortgages or security agreements which are filed or
recorded in Florida. However, the wholesale warehouse
mortgage exemption provided in Florida Statutes
Section 201.21 exempts from the documentary stamp tax
promissory notes and other obligations to pay money
("principal obligations") where, pursuant to a
wholesale warehouse mortgage agreement, the maker of
the principal obligation pledges to or deposits with
the obligee, as collateral security for the payment of
the principal obligation, any note or other written
obligation to pay money which is secured by a
mortgage, deed of trust, security agreement, or other
lien upon real or personal property with respect to
which all documentary stamp taxes imposed thereon have
been paid. The pledging of a specific collateral
obligation to secure a specific principal obligation,
if required under the terms of the wholesale warehouse
mortgage agreement, does not invalidate the
applicability of the wholesale warehouse mortgage
exemption. Florida Statutes Section 201.21.

In the present case, the mere execution and delivery
of Collateral Assignment Documents in Florida will not
subject such documents to documentary stamp tax
because such documents will not contain a promise to
pay. The filing or recording in Florida of Collateral
Assignment Documents assigning the Taxpayer's
interests in Florida Collateral Obligations in favor
of the Lender, absent a specific exemption, would be
subject to Florida documentary stamp tax. However,
pursuant to the terms of the Warehouse Loan Agreement,
the Taxpayer is required to pledge or collaterally
assign to or in favor of the Lender the Florida
Collateral Obligations as collateral security for the
payment of the Taxpayer's obligation to pay money to
the Lender under the Warehouse Loan Agreement.
Accordingly, assuming all Florida documentary stamp
taxes due upon or in respect to all Florida Collateral

Obligations have been paid, the Collateral Assignment
Documents assigning the Taxpayer's interests in
Florida Collateral Obligations in favor of the Lender,
when filed or recorded in Florida, will not be subject
to Florida documentary stamp tax.

Nonrecurring Intangible Tax: No additional
nonrecurring intangible tax will be due upon the
recordation or filing in Florida of the Florida
Collateral Assignment Documents because a nonrecurring
tax previously has been paid upon the recordation or
filing of the Florida Collateral Obligation documents.

(D) No documentary stamp tax or nonrecurring intangible
tax will be due on the purchase by Taxpayer and
assignment to Taxpayer of Florida and non-Florida
Collateral Obligations from Affiliate, which
Collateral Obligations represent loans previously
originated by Affiliate.

Documentary Stamp Tax: The Taxpayer also will utilize
a portion of the Warehouse Loan Agreement proceeds to
purchase Collateral Obligations originated by
Affiliate, as described above. Pursuant to Florida
Administrative Code Rule 12B-4.054(6), an assignment
of a mortgage by a lender to a new lender who has
purchased the note and mortgage and becomes the holder
of the note and mortgage is not taxable. The
assignment by Affiliate of the Collateral Obligations
and its interest therein to the Taxpayer will be
exempt from documentary stamp tax.

Nonrecurring Intangible Tax: No additional
nonrecurring intangible tax will be due upon the
purchase by Taxpayer and assignment to Taxpayer of the
Florida Collateral Obligations obtained from Affiliate
because a nonrecurring tax previously has been paid.
No nonrecurring intangible tax will be due upon the
purchase by Taxpayer and assignment of the non-Florida
Collateral Obligations to Taxpayer because such
obligations will not be secured by mortgage, deed of

trust, or other lien upon real property situated in
Florida.

(E) No documentary stamp tax or nonrecurring intangible
tax will be due upon bringing the Florida and nonFlorida Collateral Obligations and True Lease
Transaction documents and the Collateral Assignment
Documents into Florida to be held by the Servicing
Agent for the purposes of collecting payments from
third parties in respect of the Collateral Obligations
and True Lease Transactions and, in turn, paying the
Taxpayer's obligation to Lender under the Warehouse
Loan Agreement.

Documentary Stamp Tax: Pursuant to the terms of the
Servicing Agreement, the Florida and non-Florida
Collateral Obligations and True Lease Transaction
documents and the Collateral Assignment Documents will
be brought into Florida to be held by the Servicing
Agent solely for the purposes of collecting payments
on and otherwise servicing the Collateral Obligations
and True Lease Transactions and paying the Taxpayer's
payment obligation to Lender under the Warehouse Loan
Agreement.

Prior to being brought back into Florida for
servicing, each of the Florida Collateral Obligations
will have been fully made, executed and delivered in
Florida and any mortgages or other security documents
or agreements will have been recorded or filed in
Florida and any Florida documentary stamp taxes due in
respect of such transactions will have been paid.
Likewise, all Florida Collateral Assignment Documents
will have been fully made, executed and delivered, and
recorded or filed, in Florida. Similarly, all leases
and other documentation relating to Florida True Lease
Transactions which will be brought back into Florida
will have been fully executed and recorded in Florida.

Correspondingly, prior to being brought into Florida
for servicing, each of the non-Florida Collateral

Obligations will have been fully made, executed and
delivered outside of Florida and any mortgages or
other security documents or agreements will have been
recorded or filed outside of Florida, and no Florida
documentary stamp taxes will be due or will have been
paid. Likewise, all non-Florida Collateral Assignment
Documents will have been fully made, executed and
delivered, and recorded or filed, outside of Florida.
Similarly, all leases and other documentation relating
to non-Florida True Lease Transactions which will be
brought into Florida will have been fully executed and
recorded outside of Florida.

Because the Collateral Obligations and True Lease
Transaction documents and the Collateral Assignment
Documents thereafter will be brought into Florida
solely for purposes of collecting payments due from
third parties on the Collateral Obligations and True
Lease Transactions and paying the Taxpayer's payment
obligation to the Lender under the Warehouse Loan
Agreement, no documentary stamp taxes will be due in
connection with the bringing of such obligations and
documents into Florida.

Nonrecurring Intangible Tax: No additional
nonrecurring intangible tax will be due upon bringing
the Florida and non-Florida Collateral Obligations and
True Lease Transaction documents and the Collateral
Assignment Documents into Florida because the
nonrecurring tax only applies to a note, bond, or
other obligation for payment to the extent it is
secured by mortgage, deed of trust, or other lien upon
real property situated in Florida. Since the
nonrecurring intangible tax has been paid with regard
to the Florida Collateral Obligations, no additional
tax is due upon the assignment by the obligee of a
note, bond, or other obligation for the payment of
money upon which the nonrecurring tax previously has
been paid.

This response constitutes a Technical Assistance Advisement

under s. 213.22, F.S., which is binding on the Department only
under the facts and circumstances described in the request for
this advice as specified in s. 213.22, F.S. Our response is
predicated on those facts and the specific situation summarized
above. You are advised that subsequent statutory or
administrative rule changes or judicial interpretations of the
statutes or rules upon which this advice is based may subject
similar future transactions to a different treatment than
expressed in this response.

You are further advised that this response and your request
are public records under Chapter 119, F.S., which are subject to
disclosure to the public under the conditions of s. 213.22, F.S.
Your name, address, and any other details which might lead to
identification of the taxpayer must be deleted by the Department
before disclosure. In an effort to protect the confidentiality
of such information, we request you notify the undersigned in
writing within 15 days of any deletions you wish made to the
request or the response.

Sincerely,

Joy B. Eldred, C.P.A.
Tax Law Specialist
Technical Assistance and Dispute Resolution
Office of General Counsel

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