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 2.02 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Certificate Insurer, the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of any of the Trustee, the Trust Administrator, the Certificate Insurer or the Trust Fund, addressed to the Certificate Insurer, the Trustee 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 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC 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 2.04 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 Certificate Insurer, the Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of any of the Trustee, the Trust Administrator, the Certificate Insurer Administrator or the Trust Fund, addressed to the Certificate Insurer, the Trustee 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 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC hereunder 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, with a copy to the Certificate Insurer, the Trustee Administrator and the Trust Administrator Custodian, an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of any of either the Trustee, the Trust AdministratorCustodian, the Certificate Insurer Administrator or the Trust Fund, addressed to the Certificate Insurer, the Trustee and the Trust AdministratorTrustee, 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 the REMIC created 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 Section 2.3 shall be made more than 90 days after the Closing Date unless the Depositor or Seller delivers to the Certificate Insurer, the Trustee and the Trust Administrator NIMS Insurer, if any, an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of any of either the Trustee, the Trust Administrator, the Certificate Insurer Trustee or the Trust Fund, addressed to the Certificate Insurer, the Trustee and the Trust AdministratorNIMS Insurer, if any, 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(d860G(d)(1) of the Code, respectively, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.