Common use of No Proceedings Clause in Contracts

No Proceedings. To the Seller’s best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the Certificate, (ii) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate or (iv) which involve the Seller and which might adversely affect the Federal or state income tax attributes of the Notes or the Certificate.

No Proceedings. To the SellerServicer’s best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture or Indenture, any of the other Basic Documents, the Notes or the Certificate, (ii) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal or state income tax attributes of the Notes or the Certificate.

No Proceedings. To the SellerDepositor’s best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Depositor or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might could reasonably be expected to materially and adversely affect the performance by the Seller Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which might could reasonably be expected to adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s 's best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the SellerDepositor’s best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Depositor or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might could reasonably be expected to materially and adversely affect the performance by the Seller Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which might could reasonably be expected to adversely affect the Federal U.S. federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s Servicer's best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture or Indenture, any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s best knowledge, there There are no proceedings or investigations pending, or or, to the Servicer's best knowledge, threatened, before any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture or Indenture, any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates, or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal federal or state income Applicable Tax State income, excise, franchise or similar tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s best knowledge, there There are no proceedings or investigations pendingpending or, or to the Seller's best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might could reasonably be expected to materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which that might adversely affect the Federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s best knowledge, there There are no proceedings or investigations pending, or or, to the Seller's best knowledge, threatened, before any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or Indenture, any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates, or (iv) which involve relating to the Seller and which might adversely affect the Federal federal or state income Applicable Tax State income, excise, franchise or similar tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s Servicer's best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture Indenture, the Notes, the Certificate or any of the other Basic Documents, the Notes or the Certificate, ; (ii) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, ; (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Notes, the Certificate or any of the other Basic Documents, the Notes or the Certificate ; or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal or state income tax attributes of the Notes or the Certificate.

No Proceedings. To the Seller’s Transferor's best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Transferor or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Transferor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s Servicer's best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture Indenture, the Notes, the Certificates or any of the other Basic Documents, the Notes or the Certificate, ; (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, ; (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Notes, the Certificates or any of the other Basic Documents, the Notes or the Certificate ; or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s Depositor's best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Depositor or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To There are no proceedings or investigations pending or, to the Seller’s best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might could reasonably be expected to materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which that might adversely affect the Federal federal or state State income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might could reasonably be expected to materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which might could reasonably be expected to adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s Servicer's best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture or Indenture, any of the other Basic Documents, the Notes or the Certificate, (ii) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal or state income tax attributes of the Notes or the Certificate.

No Proceedings. To the Seller’s 's best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might could reasonably be expected to materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which might could reasonably be expected to adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s Servicer's best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture Indenture, the Notes, the Certificate or any of the other Basic Documents, the Notes or the Certificate, ; (ii) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, ; (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Notes, the Certificate or any of the other Basic Documents, the Notes or the Certificate Documents ; or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal or state income tax attributes of the Notes or the Certificate.

No Proceedings. To the Seller’s best knowledge, there There are no proceedings or investigations pending, or or, to the best of the Seller's knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic DocumentsYield Supplement Agreement, the Notes Custody and Pledge Agreement or the Certificate, Certificates; (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, , the Indenture or any of Yield Supplement Agreement, the other Basic Documents, Custody and Pledge Agreement; (iii) seeking any determination or ruling that might would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic DocumentsYield Supplement Agreement, the Notes Custody and Pledge Agreement or the Certificate Certificates; or (iv) which involve relating to the Seller and which might would adversely affect the Federal federal or any state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the SellerServicer’s best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture Indenture, the Notes, the Certificate or any of the other Basic Documents, the Notes or the Certificate, ; (ii) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, ; (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Notes, the Certificate or any of the other Basic Documents, the Notes or the Certificate ; or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal federal or state income tax attributes of the Notes or the Certificate.

No Proceedings. To the Seller’s 's best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or Indenture, any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates, or (iv) which involve relating to the Seller and which might adversely affect the Federal federal or state income Applicable Tax State income, excise, franchise or similar tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s Depositor's best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Depositor or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateResidual Interest, (ii) seeking to prevent the issuance of the Notes or the Certificate Residual Interest or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Residual Interest or (iv) which involve the Seller and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateResidual Interest.

No Proceedings. To the Seller’s best knowledge, there There are no proceedings or investigations pending, or or, to the best of the Seller’s knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture Trust Agreement or any of the other Basic DocumentsIndenture, the Notes Certificates or the Certificate, Notes; (ii) seeking to prevent the issuance of the Notes Certificates, or the Certificate Notes or the consummation of any of the transactions contemplated by this Agreement, the Indenture Trust Agreement or any of the other Basic Documents, Indenture; (iii) seeking any determination or ruling that might would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Trust Agreement, the Indenture, any of the other Basic DocumentsSecurities Account Control Agreement, the Notes Certificates or the Certificate Notes; or (iv) which involve relating to the Seller and which might that would adversely affect the Federal federal or any state income tax attributes of the Notes Issuer, the Certificates or the CertificateNotes.

No Proceedings. To the Seller’s Servicer's best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture Indenture, the Notes, the Certificate or any of the other Basic Documents, the Notes or the Certificate, ; (ii) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, ; (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Notes, the Certificate or any of the other Basic Documents, the Notes or the Certificate ; or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal federal or state income tax attributes of the Notes or the Certificate.

No Proceedings. To the Seller’s best knowledge, there There are no proceedings or investigations pendingpending against the Seller or, or threatenedto its best knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture Agreement or any of the other Basic DocumentsDocuments to which the Seller is a party, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially could reasonably be expected to have a material and adversely affect adverse effect on the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the IndentureBasic Documents to which the Seller is a party, any or the Notes or the Certificates or (iv) that might adversely affect the federal, state and local income tax attributes of the other Basic DocumentsIssuer, the Notes or the Certificate Certificates or (iv) which involve seeking to impose any excise, franchise, transfer or similar tax upon the Seller Notes, the Certificates or the sale and which might adversely affect the Federal or state income tax attributes assignment of the Notes or Receivables and the Certificateother Transferor Property hereunder.

No Proceedings. To the SellerTransferor’s best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Transferor or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateResidual Interest, (ii) seeking to prevent the issuance of the Notes or the Certificate Residual Interest or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Transferor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Residual Interest or (iv) which involve the Seller and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateResidual Interest.

No Proceedings. To the Seller’s 's best knowledge, there are no -------------- proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might could reasonably be expected to materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller and which might could reasonably be expected to adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the SellerServicer’s best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture or Indenture, the Hxxxxx, any of the other Basic Documents, the Notes Documents or the CertificateNotes, (ii) seeking to prevent the issuance of the Notes or the Certificate or the consummation of any of the transactions contemplated by this Agreement, the Indenture Indenture, the Hxxxxx or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Hxxxxx, any of the other Basic Documents, Documents or the Notes or the Certificate or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateNotes.

No Proceedings. To the SellerDepositor’s best knowledge, there are no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Depositor or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateResidual Interest, (ii) seeking to prevent the issuance of the Notes or the Certificate Residual Interest or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Residual Interest or (iv) which involve the Seller and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateResidual Interest.

No Proceedings. To the Seller’s Depositor's best knowledge, there are no -------------- proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Depositor or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateResidual Interest, (ii) seeking to prevent the issuance of the Notes or the Certificate Residual Interest or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Residual Interest or (iv) which involve the Seller and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateResidual Interest.

No Proceedings. To the SellerServicer’s best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture Indenture, the Notes, the Certificates or any of the other Basic Documents, the Notes or the Certificate, ; (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, ; (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Notes, the Certificates or any of the other Basic Documents, the Notes or the Certificate ; or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s its best knowledge, there are no proceedings or investigations pending, pending or threatenedthreatened against the Depositor, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller it or its properties: (i) asserting the invalidity of this Agreement, the Indenture Transfer and Servicing Agreement or any of the other Basic Documents, the any Series of Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the any Series of Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture Transfer and Servicing Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially could reasonably be expected to have a material and adversely affect adverse effect on the performance by the Seller Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, Transfer and Servicing Agreement or any of the other Basic Documents, the any Series of Notes or the Certificate Certificates or (iv) which involve seeking to affect adversely the Seller and which might adversely affect the Federal federal or state income tax attributes of the an Issuer, any Series of Notes or the CertificateCertificates.

No Proceedings. To the Seller’s best knowledge, there There are no proceedings or investigations pending, or or, to Servicer's best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture or Indenture, any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might could reasonably be expected to materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve the Seller relating to Servicer and which that might adversely affect the Federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s Servicer's best knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture Indenture, the Notes, the Certificates or any of the other Basic Documents, the Notes or the Certificate, ; (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, ; (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, the Notes, the Certificates or any of the other Basic Documents, the Notes or the Certificate ; or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s Servicer's best knowledge, there are -------------- no proceedings or investigations pending, pending or threatened, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or its properties: (i) asserting the invalidity of this Agreement, the Indenture or Indenture, any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve relating to the Seller Servicer and which might adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s best knowledge, there There are no proceedings or investigations pendingpending or, or threatenedto the Servicer's knowledge, threatened against the Servicer, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller Servicer or its properties: properties (iA) asserting the invalidity of this Agreement, the Indenture Agreement or any of the other Basic Servicer's Related Documents, the Notes or the Certificate, (iiB) seeking to prevent the issuance of the Notes Equity Certificates or the Certificate Notes or the consummation of any of the transactions contemplated by this Agreement, the Indenture Agreement or any of the other Basic Servicer's Related Documents, or (iiiC) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Servicer of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, Agreement or any of the other Basic Documents, the Notes or the Certificate Servicer's Related Documents or (ivD) which involve the Seller and which might seeking to adversely affect (i) the Federal federal income tax or other federal, state income or local tax attributes of the Equity Certificates or the Notes or (ii) the Certificate.federal, state or local tax treatment of any of the transactions contemplated by this Agreement and the Related Documents; and

No Proceedings. To the Seller’s best knowledge, there There are no proceedings or investigations pendingpending or, or -------------- to the Company's knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Company or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes or the CertificateCertificates, (ii) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Company of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificate Certificates or (iv) which involve relating to the Seller Company and which might materially and adversely affect the Federal federal or state income tax attributes of the Notes or the CertificateCertificates.

No Proceedings. To the Seller’s best knowledge, there There are no proceedings or investigations pending, or (to the best of the Seller's knowledge) threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (iA) asserting the invalidity of this Agreement, the Indenture or any of the other Basic DocumentsYield Supplement Agreement, the Notes Custody and Pledge Agreement or the Certificate, Certificates; (iiB) seeking to prevent the issuance of the Notes or the Certificate Certificates or the consummation of any of the transactions contemplated by this Agreement, , the Indenture or any of Yield Supplement Agreement, the other Basic Documents, Custody and Pledge Agreement; (iiiC) seeking any determination or ruling that might would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Indenture, any of the other Basic DocumentsYield Supplement Agreement, the Notes Custody and Pledge Agreement or the Certificate Certificates; or (ivD) which involve relating to the Seller and which might would adversely affect the Federal federal or any state income tax attributes of the Notes or the CertificateCertificates.