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 ) 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 ) 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 73 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.