Common use of Sale of Trust Fund Clause in Contracts

Sale of Trust Fund. In the event that (a ) a Determination of Insufficiency has been made by the trustee and (b) the Trustee has received a direction for the sale of the Trust Fund from Holders of Regular Certificates representing more than 50% of the Aggregate Current Principal Amount of the Outstanding Regular Certificates, the Trustee shall proceed to sell the Trust Fund in one or more separate, private or public sales, the method, manner, time, place and terms of any such sale being in the sole discretion of the Trustee, provided that (1) any such sale shall be conducted in a commercially reasonable manner and (2) except as hereinafter provided (a) any such sale and the distribution of the proceeds thereof to Certificateholders shall be conducted in such a manner as to constitute a “qualified liquidation” for purposes of Section 860F(a)(4)(A) of the Code and (b) there shall have been delivered to the Trustee a Non-Disqualification Opinion with respect to such proposed sale and the distribution of the proceeds thereof to Certificateholders. In the event that there shall be delivered to the Trustee an Opinion of Counsel to the effect that the net proceeds of any sale of the Trust Fund after payment of all taxes on “prohibited transactions” as defined in Section 860F of the Code would not be less than the amount that would be distributable to the Holders of the Regular Certificates pursuant to Section 7.03 on the next Deficiency Distribution Date following such sale, then clause (2) of the proviso to the immediately preceding sentence shall be inapplicable to such sale. The proceeds of any such sale (after reimbursement to the Trustee of its reasonable expenses and disbursements) shall be distributed promptly to Holders of Regular Certificates upon presentation and surrender of the Certificates at the office or agency specified in the notice to Certificateholders of such final distribution. Such proceeds shall be applied in the order and priority set forth in Section 7.03 for monthly distributions thereunder. In the event that proceeds remain after the retirement of the entire Current Principal Amount of each Regular Certificate together with accrued and undistributed interest thereon at the Highest Certificate Interest Rate, such remaining net proceeds shall be distributed to Holders of Residual Certificates in accordance with the respective Percentage Interests evidenced thereby upon presentation and surrender of such Residual Certificates at the office or agency specified in the notice to Holders of Residual Certificates of such final distribution.

Sale of Trust Fund. In the event that (a ) a Determination Upon receipt of Insufficiency has been made by the trustee and (b) the Trustee has received a direction for the sale of the Trust Fund from Holders of Regular Multi-Class Certificates representing more than 50% of the Aggregate Current Stated Principal Amount Balance of all Classes of the Outstanding Regular Multi-Class Certificates, the Trustee shall proceed to sell the Trust Fund in one or more separate, private or public sales, the method, manner, time, place and terms of any such sale being in the sole discretion of the Trustee, provided that that: (1a) any such sale shall be conducted in a commercially reasonable manner and (2b) except as hereinafter provided provided: (ai) any such sale and the distribution of the proceeds thereof to Certificateholders Holders of the Certificates shall be conducted in such a manner as to constitute a “"qualified liquidation” " for purposes of Section 860F(a)(4)(A) of the Code and (bii) there shall have been delivered to the Trustee a Non-Disqualification an Opinion of Counsel with respect to such proposed sale and the distribution of the proceeds thereof to Certificateholders, stating that such sale will not disqualify the Trust Fund as a REMIC under the Code. In the event that there shall be delivered to the Trustee an Opinion of Counsel to the effect that the net proceeds of any sale of the Trust Fund after payment of all taxes on “"prohibited transactions” " as defined in Section 860F of the Code would not be less than the amount that would be distributable to the Holders of the Regular Multi-Class Certificates pursuant to Section 7.03 16.03 on the next Deficiency Distribution Date following such sale, then clause (2ii) of the proviso to the immediately preceding sentence shall be inapplicable to such sale. The proceeds of any such sale (after reimbursement to the Trustee of its reasonable expenses and disbursements) shall be distributed promptly to Holders of Regular Multi-Class Certificates upon presentation and surrender of the Certificates at the office or agency specified in the notice to Certificateholders the Holders of the Certificates of such final distribution. Such proceeds shall be applied in the order and priority set forth in Section 7.03 16.03 for monthly distributions thereunder. In the event that proceeds remain remaining after the retirement of the entire Current Outstanding Stated Principal Amount Balance of each Regular Multi-Class Certificate together with accrued and undistributed interest thereon at the Highest Certificate Interest Rate, such remaining net proceeds shall be distributed to Holders of Residual Certificates in accordance with the respective Percentage Interests evidenced thereby upon presentation and surrender of such Residual Certificates at the office or agency specified in of the notice Trustee maintained pursuant to Holders of Residual Certificates of such final distribution.Article I.

Sale of Trust Fund. In the event that (a) The power to effect any sale (a "Sale") a Determination of Insufficiency has been made by the trustee and (b) the Trustee has received a direction for the sale any portion of the Trust Fund pursuant to Section 5.04 shall not be exhausted by any one or more Sales as to any portion of the Trust Fund remaining unsold, but shall continue unimpaired until the entire Trust Fund shall have been sold or all amounts payable on the Notes and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to time postpone any public Sale by public announcement made at the time and place of such Sale. (b) To the extent permitted by law, the Indenture Trustee shall not in any private Sale sell or otherwise dispose of the Trust Fund, or any portion thereof, unless: (1) the Holders of Regular Certificates Notes representing more not less than 50% of the Aggregate Current Principal Amount Balance of the Notes then Outstanding Regular Certificatesconsent to or direct the Indenture Trustee to make such Sale; or (2) the proceeds of such Sale would be not less than the entire amount that would be payable to the Holders of the Notes, in full payment thereof in accordance with Section 5.07, on the Distribution Date next succeeding the date of such Sale. The purchase by the Indenture Trustee shall proceed to sell of all or any portion of the Trust Fund at a private Sale shall not be deemed a Sale or disposition thereof for purposes of this Section 5.17(b). (c) Unless the Holders of all Outstanding Notes have otherwise consented or directed the Indenture Trustee, at any public Sale of all or any portion of the Trust Fund at which a minimum bid equal to or greater than the amount described in one paragraph (2) of subsection (b) of this Section 5.17 has not been established by the Indenture Trustee and no Person bids an amount equal to or more separate, private or public salesgreater than such amount, the methodIndenture Trustee, manneracting in its capacity as Indenture Trustee on behalf of the Noteholders, time, place and terms of any shall prevent such sale being and bid an amount (which shall include the Indenture Trustee's right, in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than the sole discretion highest other bid in order to preserve the Trust Fund on behalf of the Trustee, provided that Noteholders. (d) In connection with a Sale of all or any portion of the Trust Fund: (1) any Holder or Holders of Notes may bid for and purchase the property offered for Sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such sale shall be conducted property, without further accountability, and may, in a commercially reasonable manner and (2) except as hereinafter provided (a) paying the purchase money therefor, deliver any such sale and Outstanding Notes or claims for interest thereon in lieu of cash up to the amount that shall, upon distribution of the proceeds thereof to Certificateholders shall be conducted in such a manner as to constitute a “qualified liquidation” for purposes of Section 860F(a)(4)(A) of the Code and (b) there shall have been delivered to the Trustee a Non-Disqualification Opinion with respect to such proposed sale and the distribution of the proceeds thereof to Certificateholders. In the event that there shall be delivered to the Trustee an Opinion of Counsel to the effect that the net proceeds of any sale of such Sale, be payable thereon, and such Notes, in case the Trust Fund after payment of all taxes on “prohibited transactions” as defined in Section 860F of the Code would not amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (2) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any public Sale thereof, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount that would be distributable payable to the Holders of the Regular Certificates pursuant to Notes as a result of such Sale in accordance with Section 7.03 5.07 on the next Deficiency Distribution Date following next succeeding the date of such sale, then clause Sale and (2B) the expenses of the proviso Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the immediately preceding sentence Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be inapplicable to such sale. The proceeds of any such sale (after reimbursement to the Trustee of its reasonable expenses held and disbursements) shall be distributed promptly to Holders of Regular Certificates upon presentation and surrender of the Certificates at the office or agency specified in the notice to Certificateholders of such final distribution. Such proceeds shall be applied in the order and priority set forth in Section 7.03 for monthly distributions thereunder. In the event that proceeds remain after the retirement of the entire Current Principal Amount of each Regular Certificate together dealt with accrued and undistributed interest thereon at the Highest Certificate Interest Rate, such remaining net proceeds shall be distributed to Holders of Residual Certificates by it in accordance with the respective Percentage Interests evidenced thereby upon presentation provisions of this Indenture; (3) the Indenture Trustee shall execute and surrender deliver an appropriate instrument of conveyance transferring its interest in any portion of the Trust Fund in connection with a Sale thereof, (4) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Fund in connection with a Sale thereof, and to take all action necessary to effect such Residual Certificates Sale; and (5) no purchaser or transferee at such a Sale shall be bound to ascertain the office Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or agency specified in see to the notice to Holders application of Residual Certificates of such final distributionany moneys.

Sale of Trust Fund. In the event that (a) The power to effect any sale or ------------------ other disposition (a "Sale") of any portion of a Determination Trust Fund pursuant to Section 5.04 is expressly subject to the provisions of Insufficiency has been made this Section 5.15. The power to effect any such Sale shall not be exhausted by the trustee and (b) the Trustee has received a direction for the sale any one or more Sales as to any portion of the Trust Fund from remaining unsold, but shall continue unimpaired until the entire Trust Fund shall have been sold or all amounts payable on the Notes and under this Indenture shall have been paid. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale; provided that such waiver shall not diminish the Indenture Trustee's rights under Section 6.07. (b) The Indenture Trustee shall not in any private Sale sell the Trust Fund, or any portion thereof, unless (i) the Holders of Regular Certificates all Notes of the respective Term, Class and Series consent to or direct the Indenture Trustee to make, such Sale, or (ii) the proceeds of such Sale would be not less than the entire amount which would be payable to the Noteholders under the Notes, in full payment thereof in accordance with Section 5.02, on the Remittance Date next succeeding the date of such Sale, or (iii) the Indenture Trustee determines, in its sole discretion, that the conditions for retention of the Trust Fund set forth in Section 5.05 cannot be satisfied (in making any such determination, the Indenture Trustee may rely upon an opinion of an Independent investment banking or accounting firm obtained and delivered as provided in Section 5.05, and the Holders representing more than 50at least 66-2/3% of the Aggregate Current Principal Invested Amount of the Outstanding Regular CertificatesNotes consent to such Sale, which consent will not be unreasonably withheld). The purchase by the Indenture Trustee shall proceed to sell the of all or any portion of a Trust Fund in one at a private Sale shall not be deemed a Sale or more separate, private or public sales, the method, manner, time, place and terms of any such sale being in the sole discretion of the Trustee, provided that (1) any such sale shall be conducted in a commercially reasonable manner and (2) except as hereinafter provided (a) any such sale and the distribution of the proceeds other disposition thereof to Certificateholders shall be conducted in such a manner as to constitute a “qualified liquidation” for purposes of this Section 860F(a)(4)(A5.15(b). (c) In connection with a Sale of all or any portion of the Code Trust Fund; (i) any Holder or Holders of Notes may bid for and (b) there shall have been delivered purchase the property offered for Sale, and upon compliance with the terms of Sale may hold, retain and possess and dispose of such property, without further accountability, and may, in paying the purchase money therefor, deliver any Notes or claims for interest thereon in lieu of cash up to the Trustee a Non-Disqualification Opinion with respect to such proposed sale and the amount which shall, upon distribution of the proceeds thereof to Certificateholders. In the event that there shall be delivered to the Trustee an Opinion of Counsel to the effect that the net proceeds of any sale of such Sale, be payable thereon, and such Notes, in case the Trust Fund after payment of all taxes on “prohibited transactions” as defined in Section 860F of the Code would not amounts so payable thereon shall be less than the amount that due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (ii) the Indenture Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted by, applicable law in connection therewith, may purchase all or any portion of the Trust Fund in a private sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Holders of the Regular Certificates pursuant to Notes as a result of such Sale in accordance with Section 7.03 5.04(b) on the Remittance Date next Deficiency Distribution Date following succeeding the date of such sale, then clause Sale and (2B) the expenses of the proviso Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the immediately preceding sentence Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Indenture Trustee shall be inapplicable to such sale. The proceeds of any such sale (after reimbursement to the Trustee of its reasonable expenses held and disbursements) shall be distributed promptly to Holders of Regular Certificates upon presentation and surrender of the Certificates at the office or agency specified in the notice to Certificateholders of such final distribution. Such proceeds shall be applied in the order and priority set forth in Section 7.03 for monthly distributions thereunder. In the event that proceeds remain after the retirement of the entire Current Principal Amount of each Regular Certificate together dealt with accrued and undistributed interest thereon at the Highest Certificate Interest Rate, such remaining net proceeds shall be distributed to Holders of Residual Certificates by it in accordance with the respective Percentage Interests evidenced thereby upon presentation provisions of this Indenture; (iii) the Indenture Trustee shall execute and surrender deliver an appropriate instrument of conveyance transferring its interest in any portion of the Trust Fund in connection with a Sale thereof; (iv) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Fund in connection with a Sale thereof, and to take all action necessary to effect such Residual Certificates Sale; and (v) no purchaser or transferee at such a Sale shall be bound to ascertain the office Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or agency specified in see to the notice to Holders application of Residual Certificates of such final distributionany moneys.

Sale of Trust Fund. In the event that (a ) a Determination of Insufficiency has been made by the trustee Securities Administrator and (b) the Trustee and the Securities Administrator has received a direction for the sale of the Trust Fund from Holders of Regular Certificates representing more than 50% of the Aggregate Current Principal Amount of the Outstanding Regular Certificates, the Trustee and the Securities Administrator shall proceed to sell the Trust Fund in one or more separate, private or public sales, the method, manner, time, place and terms of any such sale being in the sole discretion of the TrusteeTrustee and the Securities Administrator, provided that (1) any such sale shall be conducted in a commercially reasonable manner and (2) except as hereinafter provided (a) any such sale and the distribution of the proceeds thereof to Certificateholders shall be conducted in such a manner as to constitute a “qualified liquidation” for purposes of Section 860F(a)(4)(A) of the Code and (b) there shall have been delivered to the Trustee and the Securities Administrator a Non-Disqualification Opinion with respect to such proposed sale and the distribution of the proceeds thereof to Certificateholders. In the event that there shall be delivered to the Trustee and the Securities Administrator an Opinion of Counsel to the effect that the net proceeds of any sale of the Trust Fund after payment of all taxes on “prohibited transactions” as defined in Section 860F of the Code would not be less than the amount that would be distributable to the Holders of the Regular Certificates pursuant to Section 7.03 8.03 on the next Deficiency Distribution Date following such sale, then clause (2) of the proviso to the immediately preceding sentence shall be inapplicable to such sale. The proceeds of any such sale (after reimbursement to the Trustee and the Securities Administrator of its their respective reasonable expenses and disbursements) shall be distributed promptly to Holders of Regular Certificates upon presentation and surrender of the Certificates at the office or agency specified in the notice to Certificateholders of such final distribution. Such proceeds shall be applied in the order and priority set forth in Section 7.03 8.03 for monthly distributions thereunder. In the event that proceeds remain after the retirement of the entire Current Principal Amount of each Regular Certificate together with accrued and undistributed interest thereon at the Highest Certificate Interest Rate, such remaining net proceeds shall be distributed to Holders of Residual Certificates in accordance with the respective Percentage Interests evidenced thereby upon presentation and surrender of such Residual Certificates at the office or agency specified in the notice to Holders of Residual Certificates of such final distribution.

Sale of Trust Fund. In the event that (a ) a Determination of Insufficiency has been made by the trustee and (b) the Trustee has received a direction for the sale of the Trust Fund from Holders of Regular Certificates representing more than 50% of the Aggregate Current Principal Amount of the Outstanding Regular Certificates, the Trustee shall proceed to sell the Trust Fund in one or more separate, private or public sales, the method, manner, time, place and terms of any such sale being in the sole discretion of the Trustee, provided that (1) any such sale shall be conducted in a commercially reasonable manner and (2) except as hereinafter provided (a) any such sale and the distribution of the proceeds thereof to Certificateholders shall be conducted in such a manner as to constitute a “qualified liquidation” for purposes of Section 860F(a)(4)(A) of the Code and (b) there shall have been delivered to the Trustee a Non-Disqualification Opinion with respect to such proposed sale and the distribution of the proceeds thereof to Certificateholders. In the event that there shall be delivered to the Trustee an Opinion of Counsel to the effect that the net proceeds of any sale of the Trust Fund after payment of all taxes on “prohibited transactions” as defined in Section 860F of the Code would not be less than the amount that would be distributable to the Holders of the Regular Certificates pursuant to Section 7.03 8.03 on the next Deficiency Distribution Date following such sale, then clause (2) of the proviso to the immediately preceding sentence shall be inapplicable to such sale. The proceeds of any such sale (after reimbursement to the Trustee of its reasonable expenses and disbursements) shall be distributed promptly to Holders of Regular Certificates upon presentation and surrender of the Certificates at the office or agency specified in the notice to Certificateholders of such final distribution. Such proceeds shall be applied in the order and priority set forth in Section 7.03 8.03 for monthly distributions thereunder. In the event that proceeds remain after the retirement of the entire Current Principal Amount of each Regular Certificate together with accrued and undistributed interest thereon at the Highest Certificate Interest Rate, such remaining net proceeds shall be distributed to Holders of Residual Certificates in accordance with the respective Percentage Interests evidenced thereby upon presentation and surrender of such Residual Certificates at the office or agency specified in the notice to Holders of Residual Certificates of such final distribution.

Sale of Trust Fund. In the event that (a ) a Determination of Insufficiency has been made by the trustee and (b) the Trustee has received a direction for the sale of the Trust Fund from Holders of Regular Certificates representing more than 50% of the Aggregate Current Principal Amount of the Outstanding Regular Certificates, the Trustee [Trustee] [Securities Administrator] shall proceed to sell the Trust Fund in one or more separate, private or public sales, the method, manner, time, place and terms of any such sale being in the sole discretion of the [Trustee] [Securities Administrator], provided that (1) any such sale shall be conducted in a commercially reasonable manner and (2) except as hereinafter provided (a) any such sale and the distribution of the proceeds thereof to Certificateholders shall be conducted in such a manner as to constitute a “qualified liquidation” for purposes of Section 860F(a)(4)(A) of the Code and (b) there shall have been delivered to the Trustee [Trustee] [Securities Administrator] a Non-Disqualification Opinion with respect to such proposed sale and the distribution of the proceeds thereof to Certificateholders. In the event that there shall be delivered to the Trustee [Trustee] [Securities Administrator] an Opinion of Counsel to the effect that the net proceeds of any sale of the Trust Fund after payment of all taxes on “prohibited transactions” as defined in Section 860F of the Code would not be less than the amount that would be distributable to the Holders of the Regular Certificates pursuant to Section 7.03 8.03 on the next Deficiency Distribution Date following such sale, then clause (2) of the proviso to the immediately preceding sentence shall be inapplicable to such sale. The proceeds of any such sale (after reimbursement to the Trustee and the Securities Administrator of its their respective reasonable expenses and disbursements) shall be distributed promptly to Holders of Regular Certificates upon presentation and surrender of the Certificates at the office or agency specified in the notice to Certificateholders of such final distribution. Such proceeds shall be applied in the order and priority set forth in Section 7.03 8.03 for monthly distributions thereunder. In the event that proceeds remain after the retirement of the entire Current Principal Amount of each Regular Certificate together with accrued and undistributed interest thereon at the Highest Certificate Interest Rate, such remaining net proceeds shall be distributed to Holders of Residual Certificates in accordance with the respective Percentage Interests evidenced thereby upon presentation and surrender of such Residual Certificates at the office or agency specified in the notice to Holders of Residual Certificates of such final distribution.

Sale of Trust Fund. In the event that (a) The power to effect any sale or other disposition (a "Sale") a Determination of Insufficiency has been made by the trustee and (b) the Trustee has received a direction for the sale any portion of the Trust Fund from pursuant to Section 5.04 is expressly subject to the provisions of Section 5.05 and this Section 5.18. The power to effect any such Sale shall not be exhausted by any one or more Sales as to any portion of the Trust Fund remaining unsold, but shall continue unimpaired until the entire Trust Fund shall have been sold or all amounts payable on the Notes and under this Indenture shall have been paid. To the fullest extent permitted by law, the Trustee hereby expressly waives its right to any amount fixed by law as compensation for any Sale. (b) The Trustee shall not in any private or public Sale sell the Trust Fund, or any portion thereof, unless (1) prior to the Indenture Maturity Date, the Holders of Regular Certificates representing more than 50Notes entitled to at least 66 2/3% of the Aggregate Current Principal Amount Voting Rights of the Outstanding Regular CertificatesClass of Notes with the lowest numerical Class designation then Outstanding, and on or after the Indenture Maturity Pate, xxe Holders of Notes entitled to at least a majority of the aggregate Voting Rights of all Classes voting together as a single class, consent to or direct the Trustee to make, such Sale, or (2) the Trustee determines, in its sole discretion, that the conditions for retention of the Trust Fund set forth in Section 5.05(a) (i), (iii) or (iv) cannot be satisfied (in making any such determination, the Trustee may rely upon an opinion of an Independent investment banking firm obtained and delivered as provided in Section 5.05(b) unless a contrary opinion is delivered by an Independent investment banking firm engaged by the Issuer pursuant to Section 5.05(b), in which event the Trustee shall proceed not be protected in relying solely upon either such opinion but may nevertheless in its discretion make a determination as to sell whether the conditions for retention of the Trust Fund set forth in one Section 5.05(a) (i) and (v) can or more separatecannot be satisfied), private or public salesand prior to the Indenture Maturity Date, the method, manner, time, place and terms Holders of any such sale being in the sole discretion Notes entitled to at least 66 2/3% of the TrusteeVoting Rights of the Class of Notes with the lowest numerical Class designation then Outstanding, provided that and on or after the Indenture Maturity Date, the Holders of Notes entitled to at least a majority of the aggregate Voting Rights of all Classes voting together as a single class, consent to such Sale. The purchase by the Trustee of all or any portion of the Trust Fund at a private Sale shall not be deemed a Sale or other disposition thereof for purposes of this Section 5.18(b). (c) Unless prior to the Indenture Maturity Date, the Holders of Notes entitled to at least 66 2/3% of the Voting Rights of the Class of Notes with the lowest numerical Class designation then outstanding, and on or after the Indenture Maturity Date, the Holders of Notes entitled to at least a majority of the aggregate Voting Rights of all Classes (d) In connection with a Sale of all or any portion of the Trust Fund, (1) any Holder or Holders of Notes may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain and possess and dispose of such sale shall be conducted property, without further accountability, and may, in a commercially reasonable manner and (2) except as hereinafter provided (a) paying the purchase money therefor, deliver any such sale and Outstanding Notes or claims for interest thereon in lieu of cash up to the amount which shall, upon distribution of the proceeds thereof to Certificateholders shall be conducted in such a manner as to constitute a “qualified liquidation” for purposes of Section 860F(a)(4)(A) of the Code and (b) there shall have been delivered to the Trustee a Non-Disqualification Opinion with respect to such proposed sale and the distribution of the proceeds thereof to Certificateholders. In the event that there shall be delivered to the Trustee an Opinion of Counsel to the effect that the net proceeds of any sale of such sale, be payable thereon, and such Notes, in case the Trust Fund after payment of all taxes on “prohibited transactions” as defined in Section 860F of the Code would not amounts so payable thereon shall be less than the amount that due thereon, shall be returned to the Holders thereof after being appropriately stamped to show such partial payment; (2) the Trustee may bid for and acquire the property offered for Sale in connection with any Sale thereof, and, subject to any requirements of, and to the extent permitted by, applicable law in connection therewith, may purchase all or any portion of the Trust Fund in a private Sale, and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting the gross Sale price against the sum of (A) the amount which would be distributable to the Holders of the Regular Certificates pursuant to Notes as a result of such Sale in accordance with Section 7.03 5.08 on the next Deficiency Distribution Date following next succeeding the date of such sale, then clause Sale and (2B) the expenses of the proviso Sale and of any Proceedings in connection therewith which are reimbursable to it, without being required to produce the immediately preceding sentence Notes in order to complete any such Sale or in order for the net Sale price to be credited against such Notes, and any property so acquired by the Trustee shall be inapplicable to such sale. The proceeds of any such sale (after reimbursement to the Trustee of its reasonable expenses held and disbursements) shall be distributed promptly to Holders of Regular Certificates upon presentation and surrender of the Certificates at the office or agency specified in the notice to Certificateholders of such final distribution. Such proceeds shall be applied in the order and priority set forth in Section 7.03 for monthly distributions thereunder. In the event that proceeds remain after the retirement of the entire Current Principal Amount of each Regular Certificate together dealt with accrued and undistributed interest thereon at the Highest Certificate Interest Rate, such remaining net proceeds shall be distributed to Holders of Residual Certificates by it in accordance with the respective Percentage Interests evidenced thereby upon presentation provisions of this Indenture; (3) the Trustee shall execute and surrender deliver an appropriate instrument of conveyance transferring its interest in any portion of the Trust Fund in connection with a Sale thereof; (4) the Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey its interest in any portion of the Trust Fund in connection with a Sale thereof, and to take all action necessary to effect such Residual Certificates Sale; and (5) no purchaser or transferee at such a Sale shall be bound to ascertain the office Trustee's authority, inquire into the satisfaction of any conditions precedent or agency specified in see to the notice to Holders application of Residual Certificates of such final distributionany moneys.