Common use of No Proceedings Clause in Contracts

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic Documents, (Bii) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Ciii) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (Div) seeking to adversely affect the federal income tax or other federal, state State or local tax attributes of the Certificate.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Holding Trust Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the U.S. federal income tax or other federal, state or local tax attributes of the Holding Trust Certificate.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the U.S. federal income tax or other federal, state or local tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending pending, or, to its the knowledge threatened against it of Seller, threatened, before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over it Seller or its properties properties: (Ai) asserting the invalidity of this Agreement or any of the Basic DocumentsRelated Agreement, (Bii) seeking to prevent the issuance of the Certificate or the Notes Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic DocumentsRelated Agreement, (Ciii) seeking any determination or ruling that might materially and adversely affect its the performance by Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, Related Agreement or (Div) seeking to that may materially and adversely affect the federal income tax or other federalstate income, state excise, franchise or local similar tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending pending, or, to its knowledge threatened against it the Servicer's knowledge, threatened, before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over it the Servicer or its properties properties: (A) asserting the invalidity of this Agreement or any of the Basic DocumentsCertificates, (B) seeking to prevent the issuance of the Certificate or the Notes Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic DocumentsAgreement, (C) seeking any determination or ruling that might materially and adversely affect its the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic DocumentsCertificates, or (D) seeking to which might adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations -------------- pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic Documents, (Bii) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Ciii) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (Div) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.

No Proceedings. There are no proceedings or investigations pending -------------- or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic Documents, (Bii) seeking to prevent the issuance of the Certificate Certificate[s] or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Ciii) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (Div) seeking to adversely affect the federal income tax or other federal, state State or local tax attributes of the CertificateCertificate[s].

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending orpending, or to its knowledge threatened threatened, against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties properties: (Ai) asserting the invalidity of this Agreement or any of the other Basic Documents, ; (Bii) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, ; (Ciii) seeking any determination or ruling that might could materially and adversely affect its the performance by it of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents, ; or (Div) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateNotes.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge or threatened against it such Seller before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it such Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect its the performance by such Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to materially and adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateNotes.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federalFederal, state or local income tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations -------------- pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federalFederal, state or local income tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes characteristics of the Certificate.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates or the Notes.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Transaction Documents, (B) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Transaction Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Transaction Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateNotes.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Equity Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal Federal income tax or other federalFederal, state or local tax attributes of the Trust, the Notes or the Equity Certificate.

No Proceedings. There are no proceedings or -------------- investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other 8 of 41 tribunal or governmental instrumentality having jurisdiction over it or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic Documents, (Bii) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Ciii) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (Div) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it the Depositor before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic Documents, (Bii) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Ciii) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (Div) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Certificate.

No Proceedings. There are no proceedings or investigations pending pending, or, to its knowledge threatened against it such Sellers' knowledge, threatened, before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documentsother Agreement Document, (B) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documentsother Agreement Document, (C) seeking any determination or ruling that might materially and adversely affect its (i) the performance by such Seller or Servicer of its obligations underunder this Agreement, or (ii) the validity or enforceability ofof this Agreement, this the Certificate, any other Agreement Document, the Receivables or any of the Basic Documents, Contracts or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic Documents, (Bii) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Ciii) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (Div) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending pending, or, to its knowledge threatened against it Servicer's knowledge, threatened, before any court, regulatory body, administrative agency agency, or tribunal or other tribunal or governmental instrumentality having jurisdiction over it Servicer or its properties properties: (Ai) asserting the invalidity of this Agreement, any Related Agreement or any of the Basic DocumentsCertificates, (B) ii seeking to prevent the issuance of the Certificate or the Notes Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic DocumentsRelated Agreement, (C) ii seeking any determination or ruling that might materially and adversely affect its the performance by Servicer of its obligations under, or the validity or enforceability of, this Agreement, any Related Agreement or any of the Basic DocumentsCertificates, or (D) seeking to iv that may materially and adversely affect the federal income tax or other federalstate income, state excise, franchise or local similar tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.or

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and would be reasonably likely to adversely affect its the performance by it of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateNotes.

No Proceedings. There are no proceedings or investigations -------------- pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations -------------- pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates or the Notes.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, or (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties properties, (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Certificate Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the CertificateCertificates.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificate Trust Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federalFederal, state or local income tax attributes of the CertificateTrust Certificates.

No Proceedings. There are no proceedings or investigations pending or, to its knowledge knowledge, threatened against it before any court, regulatory body, administrative agency or other 8 Trust Agreement tribunal or governmental instrumentality having jurisdiction over it or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic Documents, (Bii) seeking to prevent the issuance of the Certificate or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Ciii) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (Div) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificate.