Common use of Possession of Licenses and Permits Clause in Contracts

Possession of Licenses and Permits. The Adviser and the Administrator possess such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Adviser nor the Administrator has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company possesses adequate permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or and foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expected toobtain such Governmental Licenses, singly or in the aggregate, result in would not have a Material Adverse Effect; the Adviser and the Administrator are Company is in compliance with the terms and conditions condition of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither and, as of the Adviser nor date hereof, the Administrator Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Each of the Manager and the Administrator possess Servicer possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the its business as now operated by themoperated, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; each of the Adviser Manager and the Administrator are Servicer is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the such Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Adviser Manager nor the Administrator Servicer has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company possesses such permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator are . The Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Adviser nor the Administrator . The Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company possesses adequate permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or and foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expected toobtain such Governmental Licenses, singly or in the aggregate, result in would not have a Material Adverse Effect; the Adviser and the Administrator are Company is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither and, as of the Adviser nor date hereof, the Administrator Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expected toexpected, singly or in the aggregate, to result in a an Adviser Material Adverse Effect; the . The Adviser and the Administrator are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot reasonably be expected, singly or in the aggregate, to result in a an Adviser Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would notnot reasonably be expected, singly or in the aggregate, to result in a an Adviser Material Adverse Effect; and neither the . The Adviser nor the Administrator has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a an Adviser Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct its business as contemplated in the business now operated by themProspectus, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in a an Administrator Material Adverse Effect; the Adviser and the . The Administrator are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in a have an Administrator Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a have an Administrator Material Adverse Effect; and neither the Adviser nor the . The Administrator has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct its business as contemplated in the business now operated by themProspectus, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in a an Adviser Material Adverse Effect; the . The Adviser and the Administrator are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in a have an Adviser Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a have an Adviser Material Adverse Effect; and neither the . The Adviser nor the Administrator has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Manager and the Administrator its subsidiaries possess such Governmental Licenses issued by the appropriate federalarbitrator, statecourt, local governmental body, regulatory body, administrative agency or foreign regulatory agencies other authority, body or bodies necessary to conduct the business now operated by themagency, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Manager Material Adverse Effect; the Adviser . The Manager and the Administrator its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Manager Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Manager Material Adverse Effect; . The Manager and neither the Adviser nor the Administrator has its subsidiaries have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Manager Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess Manager possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator are . The Manager is in compliance with the terms and conditions of all such of the Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such the Governmental Licenses or the failure of such the Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Adviser nor the Administrator . The Manager has not received any notice of proceedings relating to the revocation or modification of any such of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Fund possesses adequate permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expected toobtain such Governmental Licenses, singly or in the aggregate, result in would not have a Material Adverse Effect; the Adviser and the Administrator are Fund is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither the Adviser nor the Administrator Fund has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Fund possesses such permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by themas contemplated in the Prospectus, except where the failure so to possess absence of such possession would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator are Fund is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither the Adviser nor the Administrator Fund has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect or an Administrator Material Adverse Effect; the Adviser and the . The Administrator are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect or an Administrator Material Adverse Effect; all . All of the such Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect or an Administrator Material Adverse Effect; and neither . Neither the Adviser nor the Administrator has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to might result in a Material Adverse Effect or an Administrator Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator its Material Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator Company and its Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to possess or comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not result in a Material Adverse Effect; and neither . Neither the Adviser Company nor the Administrator any of its Material Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by themas contemplated in the Prospectus, except where the failure so to possess would not reasonably be expected tonot, singly individually or in the aggregate, result in a an Adviser Material Adverse Effect; the . The Adviser and the Administrator are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in a have an Adviser Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a have an Adviser Material Adverse Effect; and neither the . The Adviser nor the Administrator has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a an Adviser Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Fund possesses adequate permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or and foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expected toobtain such Governmental Licenses, singly or in the aggregate, result in would not have a Material Adverse Effect; the Adviser and the Administrator are Fund is in compliance with the terms and conditions condition of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither and, as of the Adviser nor date hereof, the Administrator Fund has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Fund possesses such permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by themas contemplated in the Prospectus, except where the failure so to possess absence of such possession would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator are Fund is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither the Adviser nor the Administrator Fund has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator ---------------------------------- Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser Company and the Administrator Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither the Adviser Company nor any of the Administrator Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser possesses such permits, licenses, approvals, consents and other authorizations (collectively, the Administrator possess such “Adviser Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the its business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or as described in the aggregate, result in a Material Adverse EffectFinal Prospectus and the Disclosure Package; the Adviser and the Administrator are is in compliance with the terms and conditions of all such Adviser Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in a have an Adviser Material Adverse Effect; all of the Adviser Governmental Licenses are valid and in full force and effect, except when the invalidity of such Adviser Governmental Licenses or the failure of such Adviser Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a have an Adviser Material Adverse Effect; and neither the Adviser nor the Administrator has not received any notice of proceedings relating to the revocation or modification of any such Adviser Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a an Adviser Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator its ---------------------------------- Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser Company and the Administrator its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect; and neither the Adviser Company nor the Administrator any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess Manager possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement and the Services Agreement, except where the failure so to possess would not, singly or in the aggregate, result in a Manager Material Adverse Effect. The Manager is in compliance with the terms and conditions of all of the Governmental Licenses, except where the failure so to comply would not reasonably be expected to, singly or in the aggregate, result in a Manager Material Adverse Effect; the Adviser and the Administrator are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such the Governmental Licenses or the failure of such the Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Manager Material Adverse Effect; and neither the Adviser nor the Administrator . The Manager has not received any notice of proceedings relating to the revocation or modification of any such of the Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Manager Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and CarMax possesses or, as of the Administrator possess Closing Time, has applied, for such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effectit; the Adviser and the Administrator are CarMax is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; except for Governmental Licenses that have been applied for as of the Closing Time, all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse EffectEffect or would render a material portion of the Receivables unenforceable; and neither the Adviser nor the Administrator CarMax has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse EffectEffect or would render a material portion of the Receivables unenforceable.

Possession of Licenses and Permits. The Adviser Company and the Administrator Bank possess such permits, licenses, approvals, registrations, memberships, consents and other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser Company and the Administrator Bank are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, effect except when the where invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and neither the Adviser Company nor the Administrator Bank has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or findinga finding would, would individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Advisor possesses such permits, licenses, approvals, consents and other authorizations (collectively, the Administrator possess such “Advisor Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the its business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or as described in the aggregate, result in a Material Adverse EffectFinal Prospectus and the Disclosure Package; the Adviser and the Administrator are Advisor is in compliance with the terms and conditions of all such Advisor Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in a have an Advisor Material Adverse Effect; all of the Advisor Governmental Licenses are valid and in full force and effect, except when the invalidity of such Advisor Governmental Licenses or the failure of such Advisor Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a have an Advisor Material Adverse Effect; and neither the Adviser nor the Administrator Advisor has not received any notice of proceedings relating to the revocation or modification of any such Advisor Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a an Advisor Material Adverse Effect.

Possession of Licenses and Permits. The Adviser possesses such permits, licenses, approvals, consents and other authorizations (collectively, the Administrator possess such “Adviser Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the its business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or as described in the aggregate, result in a Material Adverse EffectProspectus; the Adviser and the Administrator are is in compliance with the terms and conditions of all such Adviser Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in a have an Adviser Material Adverse Effect; all of the Adviser Governmental Licenses are valid and in full force and effect, except when the invalidity of such Adviser Governmental Licenses or the failure of such Adviser Governmental Licenses to be in full force and effect would not, singly individually or in the aggregate, result in a have an Adviser Material Adverse Effect; and neither the Adviser nor the Administrator has not received any notice of proceedings relating to the revocation or modification of any such Adviser Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a an Adviser Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Manager and the Administrator possess such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser Manager and the Administrator are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Adviser Manager nor the Administrator has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Except as specifically disclosed in the Registration Statement and the Administrator possess Prospectus, the Manager possesses such Governmental Licenses licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement (“Governmental Licenses”), except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator are Manager is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the such Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Adviser nor the Administrator Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess FEAC possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by themFEAC, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect or a FEAC Material Adverse Effect; the Adviser and the Administrator are FEAC is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect or a FEAC Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Company Material Adverse Effect or a FEAC Material Adverse Effect; and neither the Adviser nor the Administrator FEAC has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Company Material Adverse Effect or a FEAC Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess Manager possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure so to possess obtain such Governmental Licenses, would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse EffectEffect or would render a material portion of the Franchise Agreements unenforceable; the Adviser and the Administrator are Manager is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, not result in a Material Adverse EffectEffect or would render a material portion of the Franchise Agreements unenforceable; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of where such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not result in a Material Adverse EffectEffect or would render a material portion of the Franchise Agreements unenforceable; and neither the Adviser nor the Administrator Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse EffectEffect with respect to the Manager or would render a material portion of the Franchise Agreements unenforceable.

Possession of Licenses and Permits. The Adviser and the Administrator possess such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a an Adviser Material Adverse Effect; the Adviser and the Administrator are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a an Adviser Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a an Adviser Material Adverse Effect; and neither the Adviser nor the Administrator has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a an Adviser Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a an Adviser Material Adverse Effect; the Adviser and the Administrator are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a an Adviser Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a an Adviser Material Adverse Effect; and neither the Adviser nor the Administrator has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a an Adviser Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Trust possesses such permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by themas contemplated in the Prospectus, except where the failure so to possess absence of such possession would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator are Trust is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither the Adviser nor the Administrator Trust has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator its Material Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator Company and its Material Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to possess or comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not result in a Material Adverse Effect; and neither . Neither the Adviser Company nor the Administrator any of its Material Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Fund possesses such permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by themas contemplated in the Prospectus, except where the failure so to possess absence of such possession would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator are Fund is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure to so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither the Adviser nor the Administrator Fund has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, provincial, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser Company and the Administrator its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect; and neither the Adviser Company nor the Administrator any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator its Significant Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser Company and the Administrator its Significant Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither the Adviser Company nor the Administrator any of its Significant Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Trust possesses such permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to operate its properties and to conduct the business now operated by themas contemplated in the Prospectus, except where the failure so to possess absence of such possession would not reasonably be expected to, singly or in the aggregate, result in a Trust Material Adverse Effect; the Adviser and the Administrator are Trust is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Trust Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Trust Material Adverse Effect; and neither the Adviser nor the Administrator Trust has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Trust Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Such Issuing Trust possesses such permits, licenses, approvals, consents and the Administrator possess such Governmental Licenses other authorizations (collectively, "GOVERNMENTAL LICENSES") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effectit; the Adviser and the Administrator are such Issuing Trust is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a an Issuing Trust Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not result in a an Issuing Trust Material Adverse Effect; and neither the Adviser nor the Administrator such Issuing Trust has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a an Issuing Trust Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser them and the Administrator Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to possess or comply would notnot reasonably be expected to, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in reasonably be expected to have a Material Adverse Effect; and neither the Adviser Company nor the Administrator any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in have a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator its Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator Company and its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to possess or comply would not, singly or in the aggregate, result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not result in a Material Adverse Effect; and neither . Neither the Adviser Company nor the Administrator any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator its Subsidiaries possess such certificates, authorities, permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser Company and the Administrator its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly individually or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Governmen tal Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse Effect; and neither the Adviser Company nor the Administrator any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, to result in a Material Adverse Effect; the Adviser . The Company and the Administrator its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect; all . All of the Governmental Licenses are valid and in full force and effect, except when where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect; and neither . Neither the Adviser Company nor the Administrator any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Except as specifically disclosed in the Registration Statement, the Disclosure Package and the Administrator possess Prospectus, the Manager possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary for the Manager to conduct perform its duties set forth in the business now operated by themManagement Agreement, except where the failure so to possess would not reasonably be expected tonot, singly or in the aggregate, result in a Material Adverse Effect; the Adviser and the Administrator are Manager is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect; all of the such Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Adviser nor the Administrator Manager has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator its ---------------------------------- Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect; the Adviser Company and the Administrator its Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not reasonably be expected to have a Material Adverse Effect; and neither the Adviser Company nor the Administrator any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Depositor possesses (or at the Closing Time will possess) such permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effectit; the Adviser and the Administrator are Depositor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse EffectEffect or render a material portion of the Receivables unenforceable; and neither the Adviser nor the Administrator Depositor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse EffectEffect or would render a material portion of the Receivables unenforceable.

Possession of Licenses and Permits. The Adviser Depositor possesses or, as of the Closing Date, has applied for, such permits, licenses, approvals, consents and the Administrator possess such other authorizations (collectively, "Governmental Licenses Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effectit; the Adviser and the Administrator are Depositor is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not have a Material Adverse EffectEffect or would render a material portion of the Receivables unenforceable; and neither the Adviser nor the Administrator Depositor has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse EffectEffect or would render a material portion of the Receivables unenforceable.

Possession of Licenses and Permits. The Adviser and the Administrator possess possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themit, except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a an Adviser Material Adverse Effect; the Adviser and the Administrator are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a an Adviser Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a an Adviser Material Adverse Effect; and neither the Adviser nor the Administrator has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a an Adviser Material Adverse Effect.

Possession of Licenses and Permits. The Adviser and the Administrator possess possesses such Governmental Licenses licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by themit (“Governmental Licenses”), except where the failure so to possess would not reasonably be expected to, singly or in the aggregate, result in a an Adviser Material Adverse Effect; the Adviser and the Administrator are is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a an Adviser Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a an Adviser Material Adverse Effect; and neither the Adviser nor the Administrator has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a an Adviser Material Adverse Effect.

Possession of Licenses and Permits. The Adviser Company and the Administrator Bank possess such governmental or regulatory permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies Licenses") necessary to conduct the business businesses now operated by them, them except where the failure so to possess would not be reasonably be expected to, singly or in the aggregate, result in to have a Material Adverse Effect; the Adviser Company and the Administrator Bank are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would notnot be reasonably expected to, singly or in the aggregate, result in have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in not be reasonably expected to have a Material Adverse Effect; and neither the Adviser Company nor the Administrator Bank has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.