No Proceedings Sample Clauses

No Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against the Depositor or any of its properties: (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party.
No Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against the Depositor Servicer or any of its properties: (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Servicer, or to its knowledge threatened, threatened against the Depositor Servicer or any properties of its properties: the Servicer, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Servicer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Servicer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Servicer, or to its knowledge threatened, threatened against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Servicer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Servicer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There To the Issuers knowledge, there are no actions, suits, proceedings or investigations pending or other proceedings pending, or to its knowledge threatened, against overtly threatened in writing before any Governmental Authority having jurisdiction over the Depositor or any of its properties: properties (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or Agreement, (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect material adverse effect on the performance by the Depositor of Issuers ability to perform its obligations under, under this Agreement or the validity or enforceability of, of this Agreement or any (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other Transaction Document than such proceedings that, to which it is the Issuers knowledge, would not reasonably be expected to have a party.material adverse effect on the Issuer, materially and adversely affect the performance by the Issuer
No Proceedings. There To the Issuers knowledge, there are no actions, suits, proceedings or investigations pending or other proceedings pending, or to its knowledge threatened, against overtly threatened in writing before any Governmental Authority having jurisdiction over the Depositor or any of its properties: properties (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or Agreement, (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect material adverse effect on the Issuers ability to perform its obligations under this Agreement or the validity or enforceability of this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than such proceedings that, to the Issuers knowledge, would not reasonably be expected to have a material adverse effect on the Issuer, materially and adversely affect the performance by the Depositor Issuer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party.the
No Proceedings. There To the Depositors knowledge, there are no actions, suits, proceedings or investigations pending or other proceedings pending, or to its knowledge threatened, against overtly threatened in writing before any Governmental Authority having jurisdiction over the Depositor or any of its properties: properties (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or Agreement, (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect material adverse effect on the performance by the Depositor of Depositors ability to perform its obligations under, or the validity or enforceability of, under this Agreement or any (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other Transaction Document than such proceedings that, to which it is a party.the Depositors knowledge, would not reasonably be expected
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower in writing, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending before any Governmental Authority or, investigations or other proceedings pendingto the best knowledge of the Issuer Loan Trustee, or to its knowledge threatened, threatened against the Depositor or any of its properties: Issuer Loan Trustee, (i) asserting the invalidity of this Agreement or any other Transaction Document to which the Issuer Loan Trustee is a party or by which it is a party; bound, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other such Transaction Document to which it is a party; Documents or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material an Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsProceedings or investigations pending before any Governmental Authority or, suitsto the best knowledge of the Depositor, investigations or other proceedings pending, or to its knowledge threatened, against the Depositor or any of its properties: (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Depositor is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Depositor is a party; or , (iii) seeking any determination or ruling that might have a Material Adverse Effect on that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, under this Agreement or any other Transaction Document to which it is a party, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any other Transaction Document to which the Depositor is a party or (v) seeking to affect adversely the income or franchise tax attributes of the Issuer under the U.S. federal or any state income or franchise tax systems.
No Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against the Depositor Marketing Agent or any of its properties: (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor Marketing Agent of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party.
No Proceedings. There Except as previously disclosed to the Deal Agent and each Lender Agent in writing, there are no actionsproceedings or investigations (formal or informal) pending or, suitsto the best knowledge of the Borrower, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Servicer, or to its knowledge threatened, threatened against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Servicer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Servicer is a party; party or (iii) other than the Disclosed Matters, seeking any determination or ruling that might could reasonably be expected to have Material Adverse Effect. Since the Restatement Date, there has been no change in the status of the Disclosed Matters (after giving effect to any update of the Disclosed Matters in accordance with the definition thereof) that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation or administrative proceeding or investigation pending or, suitsto the knowledge of the Borrower, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor Borrower or any properties of its properties: the Borrower, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsProceedings or investigations pending before any Governmental Authority or, suitsto the best knowledge of the Depositor Loan Trustee, investigations or other proceedings pending, or to its knowledge threatened, against the Depositor or any of its properties: Loan Trustee (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Depositor Loan Trustee is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Depositor Loan Trustee for the benefit of the Depositor is a party; or , (iii) seeking any determination or ruling that might have a Material Adverse Effect on that, in the reasonable judgment of the Depositor Loan Trustee, would materially and adversely affect the performance by the Depositor Loan Trustee of its obligations under, or the validity or enforceability of, under this Agreement or any other Transaction Document to which it is a party, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any other Transaction Document to which the Depositor Loan Trustee is a party or (v) seeking to affect adversely the income or franchise tax attributes of the Issuer under the U.S. federal or any state income or franchise tax systems.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending before any Governmental Authority or, investigations or other proceedings pending, or to its the best knowledge threatened, against of any of the Depositor Co-Issuers or any of its properties: the Loan Trustees, threatened against any of the Co-Issuers or any of the Loan Trustees, (i) asserting the invalidity of this Agreement or any other Transaction Document to which any of the Co-Issuers or any of the Loan Trustees is a party or by which it is a party; bound, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other such Transaction Document to which it is a party; Documents or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material an Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Buyer, or to its knowledge threatened, threatened against the Depositor or Buyer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Buyer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Buyer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceedings or investigations pending or, investigations or other proceedings pendingto the best knowledge of the Servicer, or to its knowledge threatened, threatened against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Servicer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Servicer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Borrower Basic Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; the Borrower Basic Documents or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsproceedings or investigations pending or, suitsto the best of its knowledge, investigations or other proceedings pending, or to its knowledge threatened, against the Depositor or it before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or (iii) seeking any determination or ruling that might (in its reasonable judgment) have a Material Adverse Effect on Effect. Section 7.12. Covenants of the Collateral Custodian. The Collateral Custodian hereby covenants that: (a) Compliance with Law. The Collateral Custodian will comply in all material respects with all Applicable Laws. (b) Preservation of Existence. The Collateral Custodian will preserve and maintain its existence, rights, franchises and privileges as a national banking association in good standing under the laws of the United States. (c) No Bankruptcy Petition. With respect to any Conduit Lender, prior to the date that is one year and one day (or such longer preference period as shall then be in effect) after the payment in full of all amounts owing in respect of all outstanding Commercial Paper Notes issued by such Conduit Lender and, with respect to the Borrower, prior to the date that is one year and one day (or such longer preference period as shall then be in effect) after the Collection Date, it will not institute against the Borrower or any Conduit Lender, or join any other Person in instituting against the Borrower or any Conduit Lender, any Insolvency Proceedings or other similar proceedings under the laws of the United States or any state of the United States. This Section 7.12(c) will survive the termination of this Agreement. (d) Loan Files. The Collateral Custodian will not dispose of any documents constituting the Loan Files in any manner that is inconsistent with the performance by the Depositor of its obligations under, or as the validity or enforceability of, Collateral Custodian pursuant to this Agreement and will not dispose of any Loan except as contemplated by this Agreement. (e) Location of Loan Files. The Loan Files shall remain at all times in the possession of the Collateral Custodian at the address set forth on Annex A hereto unless notice of a different address is given in accordance with the terms hereof. (f) No Changes in Collateral Custodian Fee. The Collateral Custodian will not make any changes to the Collateral Custodian Fee set forth in the Backup Servicer and Collateral Custodian Fee Letter without the prior written approval of the Deal Agent. Section 7.13. The Backup Servicer. (a) Appointment. The Borrower and the Deal Agent hereby appoint Wells Fargo to act as Backup Servicer for the benefit of the Borrower, the Deal Agent and the other Secured Parties in accordance with the terms of this Agreement. Wells Fargo hereby accepts such appointment and agrees to perform the duties and responsibilities with respect thereto set forth herein. (b) Duties. On or any before the initial Funding Date, and until the receipt by the Servicer of a Servicer Termination Notice, the Backup Servicer shall perform, on behalf of the Borrower and the Deal Agent and the other Transaction Document to which it is a party.Secured Parties, the following duties and obligations:
No Proceedings. There are no actionsproceedings or investigations pending or, suitsto the best knowledge of the Performance Guarantor, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Performance Guarantor, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Performance Guarantor is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Performance Guarantor is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Seller, or to its knowledge threatened, threatened against the Depositor or Seller, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement Agreement, any Second Tier Loan Assignment or any other Transaction Document to which it the Seller is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor of its obligations underAgreement, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party.any
No Proceedings. There are no actionsproceedings or investigations pending or, suitsto the best knowledge of HSBC Funding, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or HSBC Funding before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document the Conveyance Papers to which it HSBC Funding is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document the Conveyance Papers to which it HSBC Funding is a party; or , (iii) seeking any determination or ruling that might have a Material Adverse Effect on that, in the reasonable judgment of HSBC Funding, would materially and adversely affect the performance by the Depositor HSBC Funding of its obligations under, under this Agreement or the Conveyance Papers to which HSBC Funding is a party or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of, of this Agreement or any other Transaction Document the Conveyance Papers to which it HSBC Funding is a party.
No Proceedings. There To the Depositors knowledge, there are no actions, suits, proceedings or investigations pending or other proceedings pending, or to its knowledge threatened, against overtly threatened in writing before any Governmental Authority having jurisdiction over the Depositor or any of its properties: properties (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or Agreement, (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect material adverse effect on the performance by the Depositor of Depositors ability to perform its obligations underunder this Agreement, or (iv) that would reasonably be expected to (A) affect the validity treatment of the Notes as indebtedness for U.S. federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes, or enforceability of(C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, this Agreement or any in each case, other Transaction Document than such proceedings that, to which it is a party.the Depositors knowledge, would not reasonably be expected
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Seller, or to its knowledge threatened, threatened against the Depositor or any of its properties: Fair, Cochran or Durham before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Seller is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Seller is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There To the Issuers knowledge, there are no actions, suits, proceedings or investigations pending or other proceedings pending, or to its knowledge threatened, against overtly threatened in writing before any Governmental Authority having jurisdiction over the Depositor or any of its properties: properties (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or Agreement, (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect material adverse effect on the Issuers ability to perform its obligations under this Agreement or the validity or enforceability of this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than such proceedings that, the Issuers knowledge, would not reasonably be expected to have a material adverse effect on the Issuer, materially and adversely affect the performance by the Depositor Issuer of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party.the
No Proceedings. There To the Depositors knowledge, there are no actions, suits, proceedings or investigations pending or other proceedings pending, or to its knowledge threatened, against overtly threatened in writing before any Governmental Authority having jurisdiction over the Depositor or any of its properties: properties (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or Agreement, (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect material adverse effect on the performance by the Depositor of Depositors ability to perform its obligations under, or the validity or enforceability of, under this Agreement (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or any (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other Transaction Document than such proceedings that, to which it is a party.the Depositors knowledge, would not reasonably be expected
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Servicer, or to its knowledge threatened, threatened against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Servicer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Servicer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Seller, or to its knowledge threatened, threatened against the Depositor or Seller, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement Agreement, any First Tier Loan Assignment or any other Transaction Document to which it the Seller is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, any First Tier Loan Assignment or any other Transaction Document to which it the Seller is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actions, suits, proceedings or investigations or other proceedings pending, or to its knowledge threatenedthreatened in writing, against the Depositor or before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Document, (ii) seeking to prevent the servicing of the Receivables or the consummation of the purposes of this Agreement or of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; Documents or (iii) seeking any determination or ruling that might would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Collateral Manager, or to its knowledge threatened, threatened against the Depositor or Collateral Manager, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Collateral Manager is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Collateral Manager is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actions, suits, investigations litigation or other proceedings pending, administrative proceeding or to its knowledge threatened, investigation pending or threatened against the Depositor such Loan Party or any properties of its properties: such Loan Party, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it such Loan Party is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it such Loan Party is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Issuer, or to its knowledge threatened, threatened against the Depositor or Issuer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement Agreement, any Loan Assignment or any other Transaction Document to which it the Issuer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, any Loan Assignment or any other Transaction Document to which it the Issuer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document and is reasonably expected to which it is a partyoccur.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Servicer, or to its knowledge threatened, threatened against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Servicer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Servicer is a party; party or (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document and is reasonably expected to which it is a partyoccur.
No Proceedings. There are is no actions, suits, investigations litigation or other proceedings pending, administrative proceeding or to its knowledge threatened, investigation pending or threatened against the Depositor Borrower or any properties of its properties: the Borrower, before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; , (iii) with a claim amount, separately or in the aggregate with all other proceedings, in excess of $15,775 or (iiiiv) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suits, investigations proceeding or other proceedings pending, investigation pending or to its knowledge threatened, threatened against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Servicer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Servicer is a party; party or (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actions, suits, proceedings or investigations or other proceedings pending, or to its CAC's best knowledge threatened, against the Depositor before any court, regulatory body, administrative agency, or any of other governmental instrumentality having jurisdiction over CAC or its properties: (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on materially and adversely affect the performance by the Depositor CAC of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party.
No Proceedings. There are no actions, suits, proceedings or investigations or other proceedings pending, or to its knowledge threatened, against the Depositor or before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Document, (ii) seeking to prevent the grant of a security interest in any portion of the Support Assets or the consummation of the purposes of this Agreement or of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; Documents, or (iii) seeking any determination or ruling that might has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Seller, or to its knowledge threatened, threatened against the Depositor or Seller, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement Agreement, any Second Tier Loan Assignment or any other Transaction Document to which it the Seller is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, any Second Tier Loan Assignment or any other Transaction Document to which it the Seller is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other the Borrower Transaction Document to which it is a party; Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Borrower Transaction Document to which it is a party; or (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Servicer, or to its knowledge threatened, threatened against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Servicer Transaction Document to which it is a party; Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other the Servicer Transaction Document to which it is a party; Documents or (iii) seeking any determination or ruling that might have challenging the enforceability of a Material Adverse Effect on material portion of the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyReceivables.
No Proceedings. There are is no actionslitigation, suitsproceedings or investigations pending or, investigations or other proceedings pendingto the best knowledge of the Collateral Manager, or to its knowledge threatened, threatened against the Depositor or Collateral Manager, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Collateral Manager is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Collateral Manager is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsproceedings or investigations pending or, suitsto the best knowledge of the Borrower, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party.,
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Servicer, or to its knowledge threatened, threatened against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Servicer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Servicer is a party; party or (iii) other than the Disclosed Matters, seeking any determination dete rmination or ruling that might could reasonably be expected to have Material Adverse Effect. Since the Restatement Date, there has been no change in the status of the Disclosed Matters (after giving effect to any update of the Disclosed Matters in accordance with the definition thereof) that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsNo litigation or administrative proceeding is pending or, suitsto the best knowledge of the Servicer, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Servicer before any of its propertiesOfficial Body: (i) asserting the invalidity of this Agreement or any other of the Transaction Document Documents to which it the Servicer is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other the Transaction Document to which it is a partyDocuments; or (iii) seeking any determination or ruling that, in the reasonable judgment of the Servicer, would adversely affect the performance by the Servicer of its obligations under the Transaction Documents to which the Servicer is a party; (iv) seeking any determination or ruling that might would adversely affect the validity or enforceability of the Transaction Documents to which the Servicer is a party; or (v) seeking any determination or ruling that would, if adversely determined, be reasonably likely to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
Appears in 1 contract Servicing Agreement (Chs Inc),
No Proceedings. There are no actionsproceedings or investigations pending or, suitsto Borrowers best knowledge, investigations threatened against Borrower before any court, regulatory body, administrative agency, other government instrumentality, arbitral tribunal or other proceedings pending, tribunal having jurisdiction over Borrower or to its knowledge threatened, against the Depositor or any of its properties: properties (i) asserting the invalidity of this Warehouse Lending Agreement, either Note, the Security Agreement, the Receivables Purchase Agreement, any Receivables Purchase Agreement Supplement or any other Transaction Loan Document to which it Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Warehouse Lending Agreement, either Note, the Security Agreement, the Receivables Purchase Agreement, any Receivables Purchase Agreement Supplement or any other Transaction Loan Document to which it Borrower is a party; , or (iii) seeking any determination or ruling that might could have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsNo litigation or administrative proceeding is pending or, suitsto the best knowledge of the Purchaser, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Purchaser before any of its propertiesOfficial Body: (i) asserting the invalidity of this Agreement or any other of the Transaction Document Documents to which it the Purchaser is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other the Transaction Document to which it is a partyDocuments; or (iii) seeking any determination or ruling that, in the reasonable judgment of the Purchaser, would adversely affect the performance by the Purchaser of its obligations under the Transaction Documents to which the Purchaser is a party; (iv) seeking any determination or ruling that might would adversely affect the validity or enforceability of the Transaction Documents to which the Purchaser is a party; or (v) seeking any determination or ruling that would, if adversely determined, be reasonably likely to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsNo litigation or administrative proceeding is pending or, suitsto the best knowledge of the Seller, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Seller before any of its propertiesOfficial Body: (i) asserting the invalidity of this Agreement or any other of the Transaction Document Documents to which it the Seller is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other the Transaction Document to which it is a partyDocuments; or (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would adversely affect the performance by the Seller of its obligations under the Transaction Documents to which the Seller is a party; (iv) seeking any determination or ruling that might would adversely affect the validity or enforceability of the Transaction Documents to which the Seller is a party; or (v) seeking any determination or ruling that would, if adversely determined, be reasonably likely to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best of Sellers knowledge, or to its knowledge threatened, against the Depositor before any Governmental Authority or any of its properties: arbitrator (i) asserting the invalidity of this Agreement or any other Transaction Document to which it Seller is a party; , (ii) seeking to prevent the sale and assignment of the Receivable Interest or the consummation of any of the other transactions contemplated by this Agreement or any other Transaction Document to which it is a party; Document, or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceedings or investigations pending or, investigations or other proceedings pendingto the best knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsproceedings or investigations pending against Franklin Capital, suitsor, investigations to its best knowledge, threatened against Franklin Capital, before any court, regulatory body, administrative agency or other proceedings pending, governmental instrumentality having jurisdiction over Franklin Capital or to its knowledge threatened, against the Depositor or any of its properties: (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; of the Basic Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or of the Basic Documents, (iii) seeking any determination or ruling that might have a Material Adverse Effect on materially and adversely affect the performance by the Depositor Franklin Capital of its obligations under, or the validity or enforceability of, of this Agreement or any of the Basic Documents or the Notes or (iv) relating to Franklin Capital and which might adversely aff ect the federal income tax or ERISA attributes of the Issuer or the Notes. SECTION 7.2 Indemnities of Servicer. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement and the representations made by the Servicer herein. (a) The Servicer shall defend, indemnify and hold harmless the Owner Trustee, the Indenture Trustee, the Trust, [the Letter of Credit Provider,] the Indenture Collateral Agent, the Indenture Administrator, the Noteholders and the Depositor from and against any and all costs, expenses, losses, damages, claims, and liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle. (b) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, the Depositor, the Trust, the Indenture Collateral Agent, [the Letter of Credit Provider,] the Indenture Administrator, their respective officers, directors, agents and employees and the Noteholders from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such costs, expenses, losses, claims, damages, or liabilities arose out of, or were imposed upon any such Person through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or the other Transaction Document Basic Documents or by reason of reckless disregard of its obligations and duties under this Agreement. (c) The Servicer shall indemnify, defend and hold harmless the Owner Trustee, the Indenture Trustee, [the Letter of Credit Provider,] the Indenture Administrator and the Indenture Collateral Agent and their officers, directors, employees and agents from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein, the Indenture and in the Trust Agreement, except to the extent that such costs, expenses, losses, claims, damages or liabilities shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, [the Letter of Credit Provider,] the Indenture Trustee, the Indenture Administrator or the Indenture Collateral Agent, as applicable. (d) The Servicer shall pay, reimburse and indemnify the Indenture Trustee and Indenture Collateral Agent in accordance with Section 6.7 of the Indenture. (e) The Servicer shall pay, reimburse and indemnify the Indenture Administrator in accordance with Section 6.27 of the Indenture. For purposes of this Section, in the event of the termination of the rights and obligations of Franklin Capital (or any successor thereto pursuant to Section 7.3) as Servicer pursuant to Section 8.1, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.2. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Indenture Administrator or the Indenture Trustee or the termination of this Agreement, the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the recipient thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. SECTION 7.3 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which it the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer, substantially as a whole or (d) with respect to the Servicers obligations hereunder, which is a partycorporation 50% or more of the voting stock of which is owned, directly or indirectly, by Franklin Resources, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Defaul t and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee, [the Letter of Credit Provider,] the Indenture Trustee and the Indenture Administrator an Officers Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to the Owner Trustee, [the Letter of Credit Provider,] the Indenture Trustee and the Indenture Administrator an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed t hat are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) above. SECTION 7.4 Limitation on Liability of the Servicer and Others. Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except for errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer or any subservicer and any of their respective directors, officers, employees or agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer, may (but shall not be required to) undertake any reasonable action that it may deem necessary or desirable to protect the interests of the Certificateholders under the Trust Agreement and the Noteholders under the Indenture. SECTION 7.5 Servicer Not To Resign. Subject to the provisions of Section 7.3, the Servicer may not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement or the other Basic Documents except upon determination that by reason of a change in legal requirements the performance of its duties under this Agreement would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on the Servicer does not elect to waive the obligations of the Servicer to perform the duties which render it legally unable to act or does not elect to delegate those duties to another Person. Notice of any such determination permitting the resignation of the Servicer shall be communicated to the Owner Trustee, the Indenture Trustee and the Indenture Administrator at the earliest practicable time (and, if such communication i s not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to and satisfactory to the Owner Trustee, the Indenture Trustee and the Indenture Administrator concurrently with or promptly after such notice. No such resignation of the Servicer shall become effective until a successor servicer shall have assumed the responsibilities and obligations of Franklin Capital in accordance with Section 8.2 of this Agreement.
No Proceedings. There are is no actionslitigation, suitsproceedings or investigations pending or, investigations or other proceedings pendingto the best knowledge of the Originator, or to its knowledge threatened, threatened against the Depositor Originator, its properties or any of its properties: Purchased Asset before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Originator is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Originator is a party; or , (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on Effect, (iv) asserting the performance by the Depositor invalidity of its obligations underany Purchased Asset, or (v) seeking the validity payment of such Purchased Asset or enforceability of, this Agreement or the payment and enforcement of the related Contract File. The Originator is not in default with respect to any other Transaction Document to which it is a partyorder of any Governmental Authority.
No Proceedings. There are is no actionslitigation, suitsproceedings or investigations pending or, investigations or other proceedings pendingto the best knowledge of the Buyer, or to its knowledge threatened, threatened against the Depositor or Buyer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Buyer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Buyer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation or administrative proceeding or investigation pending or, suitsto the knowledge of the Seller, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Seller, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement Agreement, any Loan Assignment or any other Transaction Document to which it the Seller is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, any Loan Assignment or any other Transaction Document to which it the Seller is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation or administrative proceeding or investigation pending or, suitsto the knowledge of the Purchaser, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor Purchaser or any properties of its properties: the Purchaser, before any Governmental Authority (i) asserting the invalidity of this Agreement Agreement, any Loan Assignment or any other Transaction Document to which it the Purchaser is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, any Loan Assignment or any other Transaction Document to which it the Purchaser is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There Except as previously disclosed to the Agent in writing, there are no actionsproceedings or investigations (formal or informal) pending or, suitsto the best knowledge of the Borrower, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Seller, or to its knowledge threatened, threatened against the Depositor or Seller, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement Agreement, any First Tier Loan Assignment or any other Transaction Document to which it the Seller is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, any First Tier Loan Assignment or any other Transaction Document to which it the Seller is a party; party or (iii) other than the Disclosed Matters, seeking any determination or ruling that might could reasonably be expected to have Material Adverse Effect. Since the Restatement Date, there has been no change in the status of the Disclosed Matters (after giving effect to any update of the Disclosed Matters in accordance with the definition thereof) that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There Except as previously disclosed to the Agent and each Lender in writing, there are no actionsproceedings or investigations (formal or informal) pending or, suitsto the best knowledge of the Borrower, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suits, investigations proceeding or other proceedings pending, or to its knowledge threatened, investigation pending against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Servicer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Servicer is a party; party or (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document and is reasonably expected to which it is a partyoccur.
No Proceedings. There are At the time it becomes Collateral, to the best of the Borrower's knowledge after using commercially reasonable due diligence, and except as disclosed in Exhibit 6.5, there were no actionsproceedings or investigations pending or threatened before any court, suitsregulatory body, investigations administrative agency, or other proceedings pending, tribunal or to its knowledge threatened, against the Depositor or any of its properties: (i) governmental instrumentality asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; the Pledged Loan, (ii) asserting the bankruptcy or insolvency of the Pledged Loan Borrower, (iii) seeking to prevent the consummation of any payment and discharge of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; Pledged Loan or (iiiiv) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor of its obligations under, or materially and adversely affect the validity or enforceability ofof the Pledged Loan ("Proceedings"). To the extent that such Proceedings have been instituted in connection with any Pledged Loan and are continuing, this Agreement or any other Transaction Document all such Proceedings (with reasonable detail) are set forth in Exhibit 6.5, which shall be updated from time to which it is a partytime at the request of Agent.
No Proceedings. There are is no actionsaction, suitssuit or proceeding before or by any court or governmental agency or body, investigations domestic or other proceedings foreign, now pending, or to its knowledge the Issuer's knowledge, threatened, against or affecting the Depositor or any of its propertiesIssuer: (i) asserting the invalidity of this Agreement Indenture, the Notes or any of the other Transaction Document Documents to which it the Issuer is a party; , (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement Indenture, or any of the other Transaction Document to which it is a party; or Documents, (iii) seeking any determination or ruling that might which could reasonably be expected to have a Material an Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document could reasonably be expected to which it is a party.materially and adversely affect the
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the Servicers knowledge, or to its knowledge threatened, threatened against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Servicer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Servicer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsadministrative proceeding or investigation pending or, investigations or other proceedings pendingto the actual knowledge of the Seller, or to its knowledge threatened, threatened against the Depositor or Seller, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Seller is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Seller is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionsmaterial litigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of each Borrower and each Guarantor, or to its knowledge threatened, threatened against the Depositor any Borrower or any of its properties: Guarantor, before any Governmental Authority (i) asserting the invalidity or unenforceability of this Agreement or any other Transaction Document of the Loan Documents to which it is any of the Borrowers or the Guarantors are a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document Loan Documents to which it is the Borrowers or the Guarantors are a party; , or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsNo litigation or administrative proceeding is pending or, suitsto the best knowledge of the Issuer, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Issuer, before any of its properties: Official Body (i) asserting the invalidity of this Agreement Indenture or any other Transaction Document to which it the Issuer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Indenture or any other Transaction Document, (iii) seeking any determination or ruling that would adversely affect the performance by the Issuer of its obligations under this Indenture or any other Transaction Document to which it is a party; party or (iiiiv) seeking any determination or ruling that might have a Material Adverse Effect on that, if determined adversely to the performance by the Depositor of its obligations underIssuer, or could adversely affect the validity or enforceability of, of this Agreement Indenture or any other Transaction Document to which it is a partyparty or (v) seeking any determination or ruling that would, if adversely determined, have a Material Adverse Effect.
Appears in 1 contract Indenture (Chs Inc),
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the Collateral Manager's knowledge, or to its knowledge threatened, threatened against the Depositor or Collateral Manager, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Collateral Manager is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Collateral Manager is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsproceedings or investigations pending or, suitsto the knowledge of the Issuer, investigations the Transferor or other proceedings pendingthe Servicer, or to its knowledge as applicable, threatened, against the Depositor Issuer, the Transferor or the Servicer, as applicable, nor, to the knowledge of the Issuer, the Transferor or the Servicer, are there any of its properties: proceedings or investigations pending or threatened against the Account Owner, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement or any the other Transaction Document Documents to which it is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any the other Transaction Document Documents to which it is a party; or , (iii) seeking any determination or ruling that might have a Material Adverse Effect on that, in the reasonable judgment of the Issuer, the Transferor or the Servicer, as applicable, would materially and adversely affect the performance by the Depositor Issuer, the Transferor or the Servicer, as applicable, of its obligations under, or the validity or enforceability of, under this Agreement or any the other Transaction Document Documents to which it is a party., (iv) seeking
No Proceedings. There are no actionsjudgments, suitsproceedings or investigations pending against Servicer or, investigations to the best knowledge of Servicer, threatened in writing against Servicer, before any court, regulatory body, administrative agency or other proceedings pending, governmental instrumentality having jurisdiction over Servicer or to its knowledge threatened, against the Depositor or any of its properties: (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a partyAgreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a partyAgreement; or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, with respect to Servicer or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyPurchased Loans.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Borrower Basic Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; the Borrower Basic Documents or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
Appears in 1 contract
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Contributor, or to its knowledge threatened, threatened against the Depositor or Contributor, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement Agreement, any Loan Assignment or any other Transaction Document to which it the Contributor is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, any Loan Assignment or any other Transaction Document to which it the Contributor is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by Contributee, the Depositor of its obligations underAdministrative Agent, or the validity or enforceability of, this Agreement Collateral Agent or any other Transaction Document to which it is a partySecured Party.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Contributee, or to its knowledge threatened, threatened against the Depositor or Contributee, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement Agreement, any Loan Assignment or any other Transaction Document to which it the Contributee is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Agreement, any Loan Assignment or any other Transaction Document to which it the Contributee is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by Contributee, the Depositor of its obligations underAdministrative Agent, or the validity or enforceability of, this Agreement Collateral Agent or any other Transaction Document to which it is a partySecured Party.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceedings or investigations pending or, investigations or other proceedings pendingto the best knowledge of the Seller, or to its knowledge threatened, threatened against the Depositor or Seller, before any of its properties: Governmental Authority (i) asserting the legality, invalidity or enforceability of this Agreement or any other Transaction Document to which it the Seller is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Seller is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceedings or investigations pending or, investigations or other proceedings pendingto the best knowledge of the Buyer, or to its knowledge threatened, threatened against the Depositor or Buyer, before any of its properties: Governmental Authority (i) asserting the legality, invalidity or enforceability of this Agreement or any other Transaction Document to which it the Buyer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Buyer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsproceedings or investigations pending or, suitsto the best knowledge of the Borrower, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Seller, or to its knowledge threatened, threatened against the Depositor or Seller, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Seller is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Seller is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsProceedings or investigations pending before any Governmental Authority or, suitsto the best knowledge of the Depositor, investigations or other proceedings pending, or to its knowledge threatened, against the Depositor or any of its properties: (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Depositor is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Depositor is a party; or , (iii) seeking any determination or ruling that might have a Material Adverse Effect on that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, under this Agreement or any other Transaction Document to which it is a party, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any other Transaction Document to which the Depositor is a party, or (v) seeking to affect adversely the income or franchise tax attributes of the Issuer under the United States Federal or any state income or franchise tax systems.
No Proceedings. There are no actionsProceedings or investigations pending before any Governmental Authority or, suitsto the best knowledge of the Depositor Loan Trustee, investigations or other proceedings pending, or to its knowledge threatened, against the Depositor or any of its properties: Loan Trustee (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Depositor Loan Trustee is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Depositor Loan Trustee for the benefit of the Depositor is a party; or , (iii) seeking any determination or ruling that might have a Material Adverse Effect on that, in the reasonable judgment of the Depositor Loan Trustee, would materially and adversely affect the performance by the Depositor Loan Trustee of its obligations under, or the validity or enforceability of, under this Agreement or any other Transaction Document to which it is a party, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or any other Transaction Document to which the Depositor Loan Trustee is a party, or (v) seeking to affect adversely the income or franchise tax attributes of the Issuer under the United States Federal or any state income or franchise tax systems.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Borrower Transaction Document to which it is a party; Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other the Borrower Transaction Document to which it is a party; Documents or (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Servicer, or to its knowledge threatened, threatened against the Depositor or Servicer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Servicer Transaction Document to which it is a party; Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Servicer Transaction Document to which it is Document, (iii) challenging the enforceability of a party; material portion of the Receivables or (iiiiv) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There To the Indenture Trustees knowledge, there are no actionsproceedings or investigations pending or threatened in writing before any federal or State court, suitsregulatory body, investigations administrative agency or other proceedings pending, governmental instrumentality having jurisdiction over the Indenture Trustee or to its knowledge threatened, against the Depositor or any of its properties: (i) asserting the invalidity of this Agreement or any other a Transaction Document to which it is a party; , (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any other each Transaction Document to which it is a party; party or (iii) seeking any a determination or ruling that might would reasonably be expected to have a Material Adverse Effect material adverse effect on the performance by the Depositor of Indenture Trustees ability to perform its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyIndenture.
No Proceedings. There are Except as disclosed in reports filed by SUPERVALU pursuant to the Exchange Act, including all exhibits and schedules thereto (SUPERVALU SEC Reports) there is no actionspending or, suitsto the Servicers knowledge, investigations threatened action or other proceedings pendingproceeding affecting the Servicer before any Official Body which purports to affect the legality, validity or enforceability of any Purchase Document or which is reasonably likely, individually or in the aggregate, to its knowledge threatened, against the Depositor or any of its properties: materially adversely affect (i) asserting the invalidity financial condition or operations of the Servicer or (ii) the ability of the Servicer to perform its obligations under this Agreement or any other Transaction Purchase Document to which it the Servicer is a party; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is will be a party.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Guarantor, or to its knowledge threatened, threatened against the Depositor or Guarantor, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Guarantor is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Guarantor is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are Solely as of the date hereof, to the Primary Officer of Servicer's knowledge, no actions, suits, investigations or other proceedings pending, or threat by any Person has been made to its knowledge threatened, against the Depositor or any of its properties: attempt to (iA) asserting the invalidity of invalidate this Agreement or any other Transaction Document to which it is a party; , (iiB) seeking to prevent the servicing of the Receivables or the consummation of the purposes of this Agreement or of any of the transactions contemplated by this Agreement or any other Transaction Document Documents to which it is a party; , or (iiiC) seeking seek any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document could reasonably be expected to which it is a party.materially and adversely
No Proceedings. There are is no actionslitigation, suitsproceedings or investigations pending or, investigations or other proceedings pendingto the best knowledge of the Seller, or to its knowledge threatened, threatened against the Depositor or Seller, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Seller is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Seller is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceedings or investigations pending or, investigations or other proceedings pendingto the best knowledge of the Buyer, or to its knowledge threatened, threatened against the Depositor or Buyer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Buyer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Buyer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a party.transactions
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Buyer, or to its knowledge threatened, threatened against the Depositor or Buyer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Buyer is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Buyer is a party; party or (iii) seeking any determination or ruling that might could reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are is no actionslitigation, suitsproceeding or investigation pending or, investigations or other proceedings pendingto the best knowledge of the Borrower, or to its knowledge threatened, threatened against the Depositor or Borrower, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it the Borrower is a party; , (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it the Borrower is a party; party or (iii) seeking any determination or ruling that might would reasonably be expected to have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it is a partyEffect.
No Proceedings. There are no actionsproceedings or investigations pending or, suitsto the best knowledge of the Issuer, investigations or other proceedings pending, or to its knowledge threatened, threatened against the Depositor or Issuer, before any of its properties: Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document to which it is a party; Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document to which it is a party; or Document, (iii) seeking any determination or ruling that might have a Material Adverse Effect on that, if determined adversely to the Issuer, would, in the reasonable judgment of the Issuer, materially and adversely affect the performance by the Depositor Issuer of its obligations under, or the validity or enforceability of, under this Agreement or any other Transaction Document or (iv) seeking any determination or ruling that, if determined adversely to which it is a partythe Issuer, could materially and adversely affect the validity or enforceability of this Agreement or any other Transaction Document.
No Proceedings. There are no actionsNo litigation or administrative proceeding of or before any court, suits, investigations tribunal or other proceedings governmental body is currently pending, or to its the knowledge of the Issuer, threatened, against the Depositor Issuer or any of its properties: (i) asserting the invalidity of this Agreement properties or with respect to any other Transaction Document to which it the Issuer is a party; party that, if adversely determined, would have a material adverse effect on the business, properties, assets or condition (iifinancial or otherwise) seeking to prevent of the consummation of any of Issuer or the transactions contemplated by this Agreement or any other the Transaction Document Documents to which it is a party; or (iii) seeking any determination or ruling that might have a Material Adverse Effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document to which it Issuer is a party.
Appears in 1 contract Indenture (St Joe Co),
No Proceedings. There are no actionsproceedings, suitsinjunctions, writs, restraining orders or investigations or other proceedings pending, or to its knowledge threatened, against which the Depositor Issuer or any of its properties: the Issuer's Affiliates is a party pending, or, to the best of the Issuer's knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (iA) asserting the invalidity of this Agreement or any Indenture and the other Transaction Document Basic Documents to which it the Issuer is a party; , (iiB) seeking to prevent the issuance of any Notes or the consummation of any of the transactions contemplated by this Agreement or any Indenture and the other Transaction Document Basic Documents to which it the Issuer is a party; party or (iiiC) seeking any determination or ruling that might have a Material Adverse Effect on materially and adversely affect the performance by the Depositor Issuer of its obligations under, or the validity or enforceability of, of this Agreement or any Indenture and the other Transaction Document Basic Documents to which it the Issuer is a party.
No Proceedings. There are is no actionspending or, suitsto the Borrowers Knowledge, investigations threatened action, suit, litigation, investigation, arbitration or other proceedings pendingproceeding involving or affecting the Borrower or its properties or assets or, or to its knowledge threatenedthe Knowledge of the Borrower, against the Depositor any Project Party or any of their respective properties or assets, before any Government Instrumentality which could reasonably be expected to result in a Material Adverse Effect. None of the Borrower or its properties: (i) asserting properties or assets or, to the invalidity Knowledge of this Agreement the Borrower, any Project Party or any other Transaction Document of their respective properties or assets, is subject to any order, writ or injunction which it is a party; (ii) seeking to prevent the consummation of prohibits, enjoins or limits any aspect of the transactions contemplated by this Agreement the Documents or any other Transaction Document which could reasonably be expected to which it is a party; or (iii) seeking any determination or ruling that might have result in a Material Adverse Effect on the performance Effect. (m) No Brokers Fees. The Borrower has no obligation (direct, indirect, contingent or otherwise) to pay any fee, commission or compensation to any broker, finder or intermediary with respect to or as a result of any transaction contemplated by the Depositor of its obligations under, or Documents except as has been previously disclosed to the validity or enforceability of, this Agreement or any other Transaction Document Subordinated Lender. (n) Environmental Matters. Except as set forth in the reports delivered to which it is a party.the Subordinated Lender pursuant to Section 3.1(a)(xii):