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

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, an Opinion of Counsel, addressed to the Indenture Trustee, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “prohibited transactions” of the Trust Estate or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, Trustee an Opinion of CounselCounsel (which such Representing Party will use reasonable efforts to obtain), addressed to the Indenture Trustee, Trustee to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “"prohibited transactions” " of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC formed hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, Trustee an Opinion of CounselCounsel (which such Representing Party shall use reasonable efforts to obtain), addressed to the Indenture Trustee, Trustee to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “prohibited transactions” of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC formed hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, and, upon request, to the Guarantor, an Opinion of Counsel, Counsel addressed to the Indenture Trustee, and, upon request, to the Guarantor, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “"prohibited transactions” " of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC formed hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, and, upon request, delivery to the Guarantor, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, and, upon request, to the Guarantor, an Opinion of Counsel, addressed to the Indenture Trustee, and, upon request, to the Guarantor, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “"prohibited transactions” " of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC formed hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, and, upon request, to the Guarantor, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, and, upon request, to the Guarantor, an Opinion of Counsel, addressed to the Indenture Trustee, and, upon request, to the Guarantor, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “"prohibited transactions” " of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC the Trust Fund to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, and, upon request, to the Guarantor, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, Trustee an Opinion of CounselCounsel (which such Representing Party shall use reasonable efforts to obtain), addressed to the Indenture Trustee, Trustee to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “"prohibited transactions” " of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC formed hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.Sections

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.02 or 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution Seller delivers to the Indenture Trustee, Trustee an Opinion of Counsel, addressed to the Indenture Trustee, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “prohibited transactions” of the Trust Estate REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the REMIC Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 2.02 or 2.042.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan Mortgage Loan and (b) receipt by the Indenture Trustee, Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.02 or 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution Sponsor delivers to the Indenture Trustee, Trustee an Opinion of Counsel, addressed to the Indenture Trustee, to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “"prohibited transactions” " of the Trust Estate REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V or contributions after the REMIC Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively respectively, or (ii) cause any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 2.02 or 2.042.03) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan Mortgage Loan and (b) receipt by the Indenture Trustee, Trustee of an Opinion of Counsel addressed to the Trustee to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, Trustee and the Certificate Insurer an Opinion of CounselCounsel (which such Representing Party shall use reasonable efforts to obtain), addressed to the Indenture Trustee, Trustee and the Certificate Insurer to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “"prohibited transactions” " of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC formed hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, Trustee and the Certificate Insurer of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 hereof shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, Trustee an Opinion of CounselCounsel (which such Representing Party shall use reasonable efforts to obtain), addressed to the Indenture Trustee, Trustee to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “"prohibited transactions” " of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC formed hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.042.04 hereof) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, Trustee an Opinion of Counsel, Counsel (which such Representing Party shall use reasonable efforts to obtain) addressed to the Indenture Trustee, Trustee to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “"prohibited transactions” " of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC formed hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, Trustee an Opinion of Counsel, Counsel (which such Representing Party shall use reasonable efforts to obtain) addressed to the Indenture Trustee, Trustee to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “"prohibited transactions” " of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC formed hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.

Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases. (a) Subsequent to any REMIC Elections and notwithstanding Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan that is not in default or as to which default is not imminent, no repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 shall be made unless the Representing Party making such repurchase or substitution delivers to the Indenture Trustee, Trustee an Opinion of CounselCounsel (which such Representing Party shall use reasonable efforts to obtain), addressed to the Indenture Trustee, Trustee to the effect that such repurchase or substitution would not (i) result in the imposition of the tax on “prohibited transactions” of the Trust Estate Fund or contributions after the REMIC Closing Date, as defined in sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the any REMIC formed hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding. Any Mortgage Loan as to which repurchase or substitution was delayed pursuant to this paragraph shall be repurchased or the substitution therefor shall occur (subject to compliance with Sections 2.02, 2.03 or 2.04) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Indenture Trustee, Trustee of an Opinion of Counsel to the effect that such repurchase or substitution, as applicable, will not result in the events described in clause (i) or clause (ii) of the preceding sentence.