Common use of Delivery of Opinion of Counsel in Connection with Substitutions Clause in Contracts

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any each REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller Countrywide delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any each REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the related Seller delivers to the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either any of the Trustee Trustee, the Trust Administrator or the Trust Fund, addressed to the TrusteeTrustee and the Trust Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller Countrywide delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the related Seller delivers to the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either any of the Trustee Trustee, the Trust Administrator or the Trust Fund, addressed to the TrusteeTrustee and the Trust Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any each REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 120 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller Countrywide delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either any of the Trustee Trustee, the Trust Administrator or the Trust Fund, addressed to the TrusteeTrustee and the Trust Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the appropriate Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup DateDay, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or respectively, and/or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC one or more REMICs at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller Countrywide delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller Countrywide delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller Countrywide delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any each REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the related Seller delivers to the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either any of the Trustee Trustee, the Trust Administrator or the Trust Fund, addressed to the TrusteeTrustee and the Trust Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 Section 2.04 shall be made more than 90 days after the Closing Date unless the Seller Depositor or the Servicer, as the case may be, delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor or SMI delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 120 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the related Seller delivers to the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either any of the Trustee Trustee, the Trust Administrator or the Trust Fund, addressed to the TrusteeTrustee and the Trust Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any each REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee and the Certificate Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor or SMI delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or Trustee, the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the appropriate Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup DateDay, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or respectively, and/or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC one or more REMICs at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers Depositor delivers, or causes to be delivered, to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup DateDay, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the appropriate Seller delivers to the Trustee and the Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup DateDay, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the applicable Seller delivers to the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee Trustee, the Trust Administrator or the Trust Fund, addressed to the TrusteeTrustee and the Trust Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the related Seller delivers to the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either any of the Trustee Trustee, the Trust Administrator or the Trust Fund, addressed to the TrusteeTrustee and the Trust Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively Day or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee and MBIA an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or Trustee, the Trust FundFund or MBIA, addressed to the TrusteeTrustee and MBIA, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee and MBIA an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or Trustee, the Trust FundFund or MBIA, addressed to the TrusteeTrustee and MBIA, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either any of the Trustee Trustee, the Trust Administrator or the Trust Fund, addressed to the TrusteeTrustee and the Trust Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any each REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller Countrywide delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the appropriate Seller delivers to the Trustee and the Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup DateDay, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or respectively, and/or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller Countrywide delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup DateDay, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any each REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Transferor or the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively Day or (ii) cause any the REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 120 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.respectively, or

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense (1) of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup DateDay, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any either REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers Depositor delivers, or causes to be delivered, to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup DateDay, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either any of the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any each REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the applicable Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of 42 the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers Depositor delivers, or causes to be delivered, to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup DateDay, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or Trustee, the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee and MBIA an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or Trustee, the Trust FundFund or MBIA, addressed to the TrusteeTrustee and MBIA, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the TrusteeTrustee and the Insurer, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the related Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either any of the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor or SMI delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the applicable Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date"startup date", as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Transferor or the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup DateDay, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or Trustee, the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Depositor or Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Transferor or the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively Day or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.,

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the appropriate Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the applicable Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90 days after the Closing Date unless the Seller Transferor or the Depositor delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "“prohibited transactions" ” on the Trust Fund or contributions after the Startup DateDay, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either any of the Trustee Trustee, the Trust Administrator or the Trust Fund, addressed to the TrusteeTrustee and the Trust Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 or 2.03 shall be made more than 90 days after the Closing Date unless the related Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any the REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. (a) Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 2.2 or 2.03 Section 2.3 shall be made more than 90 days after the Closing Date unless the Seller Depositor delivers to the Trustee and AGC an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or Trustee, the Trust FundFund or AGC, addressed to the TrusteeTrustee and AGC, to the effect that such substitution will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any REMIC created under this Agreement hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.