Common use of Prohibited Transactions and Activities Clause in Contracts

Prohibited Transactions and Activities. None of the Depositor, the Trustee, Master Servicer or the Securities Administrator shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs pursuant to Article XI, or (iv) a substitution or a repurchase of Mortgage Loans pursuant to Article II or (b) acquire any assets for any REMIC, or (c) sell or dispose of any investments in the Distribution Account for gain, or accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (i) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (ii) affect the distribution of interest or principal on the Certificates, (iii) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (iv) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Trustee, Master Servicer or Depositor nor the Securities Administrator shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIX of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Trustee, Master Servicer or the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIXII, or (iv) a substitution or a repurchase of Mortgage Loans pursuant to Article II or (b) acquire any assets for any REMIC, or (c) sell or dispose of any investments in the Distribution Payment Account for gain, or accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (i) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (ii) affect the distribution of interest or principal on the Certificates, (iii) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (iv) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the -------------------------------------- Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any the REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, Depositor nor the Trustee, Master Servicer or the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for for, any of Underlying Certificates (other than the Mortgage LoansUnderlying Group V Certificates), except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust FundREMIC I, (iii) the termination of one or more REMICs pursuant to Article XIREMIC II, or (iv) a substitution or a repurchase of Mortgage Loans pursuant to Article II or (b) the Trust, nor acquire any assets for any REMICREMIC I or REMIC II, or (c) nor sell or dispose of any investments in the Distribution any Certificate Account for gain, or nor accept any contributions to any REMIC I or REMIC II after the Closing Date, unless it has received an Opinion of Counsel addressed to the Trustee (at the expense of the party causing such sale, disposition, acquisition, substitution or substitutionacceptance) that such sale, disposition, acquisition, substitution, substitution or acceptance will not (ia) affect adversely the status of any such either REMIC as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the REMIC II Regular Interests or Class R Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such either REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, Depositor nor the Trustee, Master Servicer or the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more the REMICs created hereunder pursuant to Article XIX of this Agreement, or (iv) a substitution pursuant to Article II hereof or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) as contemplated hereunder, nor acquire any assets for any REMICREMIC created hereunder, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any REMIC created hereunder after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC created hereunder as a REMIC or of the interests therein other than the Residual Class A-R Certificate as the regular interests “residual interest” therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC created hereunder to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Trustee, Master Servicer Trustee or the Securities Administrator shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIXII, or (iv) a substitution or a repurchase of Mortgage Loans pursuant to Article II or (b) acquire any assets for any REMIC, or (c) sell or dispose of any investments in the Distribution Account for gain, or accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (i) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (ii) affect the distribution of interest or principal on the Certificates, (iii) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (iv) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any the REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein Certificates other than the Residual Certificate Certificates and the Class P Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, Issuer nor the Trustee, Master Servicer or the Securities Administrator Indenture Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage LoansHELOCs, except in a disposition pursuant to (i) the foreclosure of a Mortgage LoanHELOC, (ii) the bankruptcy of the Trust FundIssuer, (iii) the termination of one or more REMICs an optional redemption pursuant to Article XISection 8.06 of the Indenture, or (iv) a substitution of a Qualifying Substitute HELOC pursuant to the HELOC Purchase Agreement or (v) a repurchase of Mortgage Loans HELOCs pursuant to Article II or (b) the HELOC Purchase Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Payment Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC created hereunder as a REMIC or of the interests therein other than the Residual Certificate Class G or Class R Certificates as the regular interests therein, (iib) affect the distribution payment of interest or principal on the CertificatesNotes, (iiic) result in the encumbrance of the assets transferred or assigned pledged to the Trust Fund Indenture Trustee (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC created hereunder to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, nor the Trustee, Master Servicer or the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any the REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein Certificates other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, Depositor nor the Trustee, Master Servicer or the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIof this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Seller, the Depositor, the TrusteeServicer, Master Servicer or the Securities Trustee nor the Certificate Administrator shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs any REMIC pursuant to Article XIX of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, Depositor nor the Trustee, Master Servicer or the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Seller, the Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the 120 termination of one or more REMICs any REMIC pursuant to Article XIX of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, Depositor nor the Trustee, Master Servicer or the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the TrusteeMaster Servicer, Master Servicer or the Securities Administrator or the Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust FundTrust, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement, or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein Certificates other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorServicers, the Trustee, Master Servicer or Depositor nor the Securities Administrator shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIX of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorCompany, the Trustee, Master Servicer or Depositor nor the Securities Administrator shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIX of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, Depositor nor the Trustee, Master Servicer or the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Assistance Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan or Assistance Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs the FASIT pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Assistance Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMICthe FASIT, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any REMIC the FASIT after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC the Trust Fund (exclusive of the Simple Interest Reserve Fund) as a REMIC FASIT or of the interests therein Certificates other than the Residual Certificate Ownership Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including result in a tax on prohibited transactions or prohibited contributions transaction pursuant to the REMIC FASIT Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs either REMIC pursuant to Article XIX of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any either REMIC, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any either REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such either REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the -------------------------------------- Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein Certificates other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Trustee, Master Servicer Depositor or the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIXII, or (iv) a substitution or a repurchase of Mortgage Loans pursuant to Article II or (b) acquire any assets for any REMIC, or (c) sell or dispose of any investments in the Distribution Payment Account for gain, or accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (i) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (ii) affect the distribution of interest or principal on the Certificates, (iii) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (iv) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None The Servicer, on behalf of the Depositor, the Trustee, Master Servicer shall not permit the sale, disposition or the Securities Administrator shall (a) sell, dispose of, or substitute for any substitution of the Mortgage Loans, Loan or the substitution of a property for the Mortgaged Property (except in a disposition pursuant to (i) the foreclosure bankruptcy or insolvency of a Mortgage Loan, the Mortgagors or (ii) the bankruptcy termination of the Trust FundREMIC in a "qualified liquidation" as defined in Section 860F(a)(4) of the Code), (iii) the termination of one or more REMICs pursuant to Article XI, or (iv) a substitution or a repurchase of Mortgage Loans pursuant to Article II or (b) nor acquire any assets for any REMICthe Trust REMIC (other than Foreclosed Property), or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any the Trust REMIC after (other than a cash contribution during the Closing Datethree-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the party causing Person requesting it to take such sale, disposition, or substitutionaction) to the effect that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such the Trust REMIC as a REMIC or of the interests therein Certificates, other than the Residual Certificate Class R Certificate, as the regular interests therein, therein or (iib) affect the distribution of interest or principal on the Certificates, (iii) result in the encumbrance of the assets transferred or assigned to cause the Trust Fund (except pursuant to the provisions of this Agreement) or (iv) cause any such REMIC to be subject to any tax including a tax on "prohibited transactions transactions" or "prohibited contributions contributions" pursuant to the REMIC Provisions. Nothing in this Section 10.04 shall be construed to authorize the Servicer or the Trustee to take any action not otherwise authorized by this Agreement.

Prohibited Transactions and Activities. None of Neither the Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more the REMICs pursuant to Article XIX of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the Depositor, the Trustee, Master Servicer or the Securities Administrator shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XI, or (iv) a substitution or a repurchase of Mortgage Loans pursuant to Article II or (b) acquire any assets for any REMIC, or (c) sell or dispose of any investments in the Distribution Account for gain, or accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (i) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (ii) affect the distribution of interest or principal on the Certificates, (iii) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (iv) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Certificate Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein Certificates other than the Residual Certificate Certificates and the Class P Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, the Trustee, Master Servicer or nor the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the 131 bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs any Trust REMIC created hereunder pursuant to Article XIX of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any Trust REMIC, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any Trust REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such Trust REMIC created hereunder as a REMIC or of the interests therein other than the Residual Certificate Certificates as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such Trust REMIC created hereunder to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of Neither the Depositor, Depositor nor the Trustee, Master Servicer or the Securities Administrator Trustee shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIVII of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) 105 nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.

Prohibited Transactions and Activities. None of the DepositorWilshire, the Trustee, Master Servicer or Depositor nor the Securities Administrator shall (a) sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of one or more REMICs each REMIC pursuant to Article XIX of this Agreement, or (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II or (b) of this Agreement, nor acquire any assets for any REMIC, or (c) nor sell or dispose of any investments in the Distribution Account for gain, or nor accept any contributions to any REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (ia) affect adversely the status of any such REMIC as a REMIC or of the interests therein other than the Residual Certificate as the regular interests therein, (iib) affect the distribution of interest or principal on the Certificates, (iiic) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (ivd) cause any such REMIC to be subject to any tax including a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.