Common use of No Proceedings Clause in Contracts

No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, 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 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 than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

No Proceedings. To the DepositorSponsor’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor Sponsor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the DepositorSponsor’s ability to perform its obligations under, 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 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 than proceedings that would not reasonably be expected to have a material adverse effect on the DepositorSponsor, the performance by the Depositor Sponsor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s 's knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s 's ability to perform its obligations under, 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 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 than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementthe Transaction Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the completion of the transactions under this Agreementcontemplated by the Transaction Documents, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of, this Agreement any of the Transaction Documents or the Notes or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

No Proceedings. To the DepositorIssuer’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the DepositorIssuer’s ability to perform its obligations under, 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 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 than proceedings that would not reasonably be expected to have a material adverse effect on the DepositorIssuer, the performance by the Depositor Issuer of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s Sponsor's knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor Sponsor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s Sponsor's ability to perform its obligations under, 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 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 than proceedings that would not reasonably be expected to have a material adverse effect on the DepositorSponsor, the performance by the Depositor Sponsor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing writing, before a federal or State any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Depositor or its properties properties: (i) asserting the invalidity of this Agreementany of the Transaction Documents or the Notes, (ii) seeking to prevent the completion issuance of the Notes or the consummation of any of the transactions under this Agreementcontemplated by any of the Transaction Documents, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of, this Agreement any of the Transaction Documents or the Notes or (iv) relating to Ford Credit or the Depositor that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 than such proceedings that would not reasonably be expected to have a material adverse effect on upon the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, any of the Transaction Documents or the Notes Notes, or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s 's knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementthe Transaction Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the completion of the transactions under this Agreementcontemplated by the Transaction Documents, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s 's ability to perform its obligations under, or the validity or enforceability of, this Agreement any of the Transaction Documents or the Notes or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s Issuer's knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s Issuer's ability to perform its obligations under, 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 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 than proceedings that would not reasonably be expected to have a material adverse effect on the DepositorIssuer, the performance by the Depositor Issuer of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing writing, before a federal or State any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Depositor or its properties properties: (iA) asserting the invalidity of this Agreementany of the Transaction Documents or any of the Notes, (iiB) seeking to prevent the completion issuance of any of the Notes or the consummation of any of the transactions under this Agreementcontemplated by any of the Transaction Documents, (iiiC) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of, this Agreement any of the Transaction Documents or any of the Notes, or (ivD) relating to Ford Credit or the Depositor that would reasonably be expected to (A1) affect the treatment of any of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B2) be deemed to cause a taxable exchange of any of the Notes for U.S. federal income tax purposes purposes, or (C3) 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 would not reasonably be expected to have a material adverse effect on upon the Depositor, Depositor or materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or any of the Notes Notes, or materially and adversely affect the tax treatment of the Issuer or any of the Notes.

No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, 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 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 than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notes.

No Proceedings. To the DepositorIssuer’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency any court or other governmental instrumentality having jurisdiction over authority of the Depositor or its properties State of Delaware: (i) asserting the invalidity of this AgreementIndenture or the Notes, (ii) seeking to prevent the completion issuance of the Notes or the consummation of any of the transactions under contemplated by this AgreementIndenture, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor2012-A Collateral or the Issuer’s ability to perform its obligations under, or the validity or enforceability of, of this Agreement Indenture or the Notes or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 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 that, to the Issuer’s knowledge, would not reasonably be expected to have a material adverse effect on upon the DepositorIssuer, materially and adversely affect the performance by the Depositor Issuer of its obligations under, or the validity and enforceability of, the Transaction Documents this Indenture or the Notes Notes, or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the DepositorIssuer’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality any Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion consummation of any of the transactions under contemplated by this Agreement, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the DepositorIssuer’s ability to perform its obligations under, under this Agreement or the validity or enforceability of, 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 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 than proceedings that that, to the Issuer’s knowledge, would not reasonably be expected to have a material adverse effect on the DepositorIssuer, materially and adversely affect the performance by the Depositor Issuer of its obligations under, or the validity and enforceability of, the Transaction 2014-B Basic Documents or the Notes or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the DepositorIssuer’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality any Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion consummation of any of the transactions under contemplated by this Agreement, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the DepositorIssuer’s ability to perform its obligations under, under this Agreement or the validity or enforceability of, 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 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 than proceedings that that, to the Issuer’s knowledge, would not reasonably be expected to have a material adverse effect on the DepositorIssuer, materially and adversely affect the performance by the Depositor Issuer of its obligations under, or the validity and enforceability of, the Transaction 2015-A Basic Documents or the Notes or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality any Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion consummation of any of the transactions under contemplated by this Agreement, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of, under this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 than such proceedings that that, to the Depositor’s knowledge, would not reasonably be expected to have a material adverse effect on the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction 2013-A Basic Documents or the Notes or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the DepositorIssuer’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality any Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion consummation of any of the transactions under contemplated by this Agreement, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the DepositorIssuer’s ability to perform its obligations under, under this Agreement or the validity or enforceability of, 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 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 than such proceedings that that, to the Issuer’s knowledge, would not reasonably be expected to have a material adverse effect on the DepositorIssuer, materially and adversely affect the performance by the Depositor Issuer of its obligations under, or the validity and enforceability of, the Transaction 2014-A Basic Documents or the Notes or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality any Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion consummation of any of the transactions under contemplated by this Agreement, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, under this Agreement or the validity or enforceability of, 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 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 than such proceedings that that, to the Depositor’s knowledge, would not reasonably be expected to have a material adverse effect on upon the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction 2012-A Basic Documents or the Notes Notes, or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality any Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion consummation of any of the transactions under contemplated by this Agreement, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, under this Agreement or the validity or enforceability ofof this Agreement, this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 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 that, to the Depositor’s knowledge, would not reasonably be expected to have a material adverse effect on upon the Depositor, Depositor or materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction 2011-B Basic Documents or the Notes Notes, or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the DepositorIssuer’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality any Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion consummation of any of the transactions under contemplated by this Agreement, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the DepositorIssuer’s ability to perform its obligations under, under this Agreement or the validity or enforceability of, 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 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 than proceedings that that, to the Issuer’s knowledge, would not reasonably be expected to have a material adverse effect on the DepositorIssuer, materially and adversely affect the performance by the Depositor Issuer of its obligations under, or the validity and enforceability of, the Transaction 2015-B Basic Documents or the Notes or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s Servicer's knowledge, there are no proceedings or investigations pending or threatened in writing threatened, before a federal or State any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Depositor Servicer or its properties properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents or the Securities, (ii) seeking to prevent the completion issuance of the Securities or the consummation of any of the transactions under contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s Servicer's ability to perform its obligations under, or the validity or enforceability of, this Agreement Agreement, the Indenture, any of the other Basic Documents or the Securities, or (iv) relating to the Servicer that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 purposes, (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 proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, purposes or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of (D) cause the Issuer or the Notesto incur Michigan Single Business Tax liability.

No Proceedings. To the Depositor’s Seller's knowledge, there are no proceedings or investigations pending or threatened in writing threatened, before a federal or State any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Depositor Seller or its properties properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents or the Securities, (ii) seeking to prevent the completion issuance of the Securities or the consummation of any of the transactions under contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s Seller's ability to perform its obligations under, or the validity or enforceability of, this Agreement Agreement, the Indenture, any of the other Basic Documents or the Securities, or (iv) relating to the Seller that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 purposes, (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 proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, purposes or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of (D) cause the Issuer or the Notesto incur Michigan Single Business Tax liability.

No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality any Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion consummation of any of the transactions under contemplated by this Agreement, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on upon the Depositor’s ability to perform its obligations under, under this Agreement or the validity or enforceability ofof this Agreement, this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 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 that, to the Depositor’s knowledge, would not reasonably be expected to have a material adverse effect on upon the Depositor, Depositor or materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction 2011-A Basic Documents or the Notes Notes, or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s 's knowledge, there are no proceedings or investigations pending or overtly threatened in writing writing, before a federal or State any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Depositor or its properties properties: (i) asserting the invalidity of this Agreementany of the Basic Documents or the Notes, (ii) seeking to prevent the completion issuance of the Notes or the consummation of any of the transactions under this Agreementcontemplated by any of the Basic Documents, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s 's ability to perform its obligations under, or the validity or enforceability of, this Agreement any of the Basic Documents or the Notes, or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 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 that, to the Depositor's knowledge, would not reasonably be expected to have a material adverse effect on upon the Depositor, Depositor or materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Basic Documents or the Notes or the tax treatment of the Issuer or the Notes.

No Proceedings. To the DepositorIssuer’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality any Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion consummation of any of the transactions under contemplated by this Agreement, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the DepositorIssuer’s ability to perform its obligations under, under this Agreement or the validity or enforceability of, 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 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 than proceedings that that, to the Issuer’s knowledge, would not reasonably be expected to have a material adverse effect on the DepositorIssuer, materially and adversely affect the performance by the Depositor Issuer of its obligations under, or the validity and enforceability of, the Transaction 20__-_ Basic Documents or the Notes or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s Seller's knowledge, there are no proceedings or investigations pending or threatened in writing threatened, before a federal or State any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Depositor Seller or its properties properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents or the Notes, (ii) seeking to prevent the completion issuance of the Notes or the consummation of any of the transactions under contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s Seller's ability to perform its obligations under, or the validity or enforceability of, this Agreement Agreement, the Indenture, any of the other Basic Documents or the Notes, or (iv) relating to the Seller that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 purposes, (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 proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, purposes or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of (D) cause the Issuer or the Notesto incur Michigan Single Business Tax liability.

No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality any Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion consummation of any of the transactions under contemplated by this Agreement, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on upon the Depositor’s ability to perform its obligations under, under this Agreement or the validity or enforceability ofof this Agreement, this Agreement or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 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 that, to the Depositor’s knowledge, would not reasonably be expected to have a material adverse effect on upon the Depositor, Depositor or materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction 20_-_ Basic Documents or the Notes Notes, or materially and adversely affect the tax treatment of the Issuer or the Notes.

No Proceedings. To the Depositor’s Servicer's knowledge, there are no proceedings or investigations pending or threatened in writing threatened, before a federal or State any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Depositor Servicer or its properties properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents or the Notes, (ii) seeking to prevent the completion issuance of the Notes or the consummation of any of the transactions under contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s Servicer's ability to perform its obligations under, or the validity or enforceability of, this Agreement Agreement, the Indenture, any of the other Basic Documents or the Notes, or (iv) relating to the Servicer that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 purposes, (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 proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, purposes or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of (D) cause the Issuer or the Notesto incur Michigan Single Business Tax liability.

No Proceedings. To the Depositor’s knowledge, there There are no proceedings or investigations pending or threatened in writing pending, or, to the Seller's best knowledge, threatened, before a federal or State any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Depositor Seller or its properties properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents or the Securities, (ii) seeking to prevent the completion issuance of the Securities or the consummation of any of the transactions under contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on materially and adversely affect the Depositor’s ability to perform performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement Agreement, the Indenture, any of the other Basic Documents or the Securities, or (iv) relating to the Seller that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income 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 than proceedings that would not reasonably be expected purposes or (D) cause Issuer to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of the Issuer or the Notesincur Michigan Single Business Tax liability.

No Proceedings. To the Depositor’s knowledge, there There are no proceedings or investigations pending or threatened in writing pending, or, to the Servicer's best knowledge, threatened, before a federal or State any court, regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Depositor Servicer or its properties properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents or the Securities, (ii) seeking to prevent the completion issuance of the Securities or the consummation of any of the transactions under contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking a any determination or ruling that would reasonably be expected to have a material adverse effect on materially and adversely affect the Depositor’s ability to perform performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement Agreement, the Indenture, any of the other Basic Documents or the Securities, or (iv) relating to the Servicer that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, 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 proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance by the Depositor of its obligations under, purposes or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment of (D) cause the Issuer or the Notesto incur Michigan Single Business Tax liability.