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

Delivery of Opinion of Counsel in Connection with Substitutions. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days after the Closing Date unless the Responsible Party 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 either the Lower Tier REMIC or Upper Tier REMIC or contributions after the Startup Day, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause either the Lower Tier REMIC or Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days after the Closing Date unless the Responsible Party 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 either the Lower Tier REMIC or Upper Tier REMIC or contributions after the Startup DayDate, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause either the Lower Tier REMIC or Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days after the Closing Date unless the applicable Responsible Party 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 either the Lower Tier REMIC or Upper Tier REMIC or contributions after the Startup DayDate, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause either the Lower Tier REMIC or Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days two years after the Closing Date unless the applicable Responsible Party 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 either the Lower Tier REMIC or Upper Tier REMIC or contributions after the Startup DayDate, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause either the Lower Tier REMIC or Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days after the Closing Date unless the Responsible Party 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 either the Lower Tier REMIC or Upper Tier REMIC or contributions after the Startup DayDate, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause either the Lower Tier REMIC or Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days after the Closing Date unless the Responsible Party 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 either the Lower Tier REMIC or the Upper Tier REMIC or contributions after the Startup DayDate, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, respectively or (ii) cause either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days two years after the Closing Date unless the Responsible Party 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 either the Lower Tier REMIC or Upper Tier REMIC or contributions after the Startup DayDate, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause either the Lower Tier REMIC or Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days after the Closing Date unless the Responsible Party related Originator 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 either the Lower Tier REMIC or Upper Tier REMIC or contributions after the Startup DayDate, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause either the Lower Tier REMIC or Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Delivery of Opinion of Counsel in Connection with Substitutions. Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.03 shall be made more than 30 days after the Closing Date unless the applicable Responsible Party Party, Provident 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 either the Lower Tier REMIC or Upper Tier REMIC or contributions after the Startup DayDate, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause either the Lower Tier REMIC or Upper Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding."