Common use of Absence of Proceedings Clause in Contracts

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes or the performance by the Company of its obligations hereunder and thereunder. The aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, Agreement and the Indenture, the Notes International Purchase Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Other than as disclosed in the Registration Statement, the Prospectus and the Time of Sale Information, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder. The aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or Statement, the Prospectus, Prospectus and the Time of Sale Information including ordinary routine litigation incidental to the its business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any of its subsidiaries, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein)) which would, or which might, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Effect or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or any Terms Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, or to the knowledge of the Company, Company threatened, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or and the Prospectus (other than as disclosed stated therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in under the Prospectus, this Underwriting Agreement, the Indenture, the Notes or the performance by the Company of its obligations hereunder and thereunderhereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its property their respective assets, properties or assets operations is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, pending or, to the knowledge of the CompanyDepositor, threatened, against or affecting the Company, Depositor which is required to be disclosed in the Registration Statement or and the Prospectus (other than as disclosed stated therein), or which might, individually or in the aggregate, might reasonably be to expected to result in a Material Adverse EffectChange, or which might reasonably be expected to materially and adversely affect its properties or assets or the consummation of the transactions contemplated in by this Agreement, the Indenture, the Notes Agreement or any Basic Document to which it is a party or the performance by the Company of its obligations hereunder and thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company Depositor is a party or of which any of its property their respective properties or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse EffectChange.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against the CompanyMain Street Entities, which is required to be disclosed in the Registration Statement Statement, the Prospectus or the Prospectus Disclosure Package (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder. The aggregate of all All pending legal or governmental proceedings to which the Company any Main Street Entity is a party or of which any of its such Main Street Entity’s property or assets is the subject which are not described in the Registration Statement Statement, the Prospectus or the ProspectusDisclosure Package, including ordinary routine litigation incidental to the business, could not not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, Effect or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or any Terms Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against any of the Company, Capital Southwest Entities or I-45 which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder. The aggregate of all All pending legal or governmental proceedings to which the Company any Capital Southwest Entity or I-45 is a party party, or of which any of its property such Capital Southwest Entity’s or I-45’s properties or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could not not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Time of Sale Prospectus and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any of its subsidiaries, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, reasonably be expected to might result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, Indenture or the Notes Transaction Documents or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or Time of Sale Prospectus and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against the CompanyMain Street Entities, which is required to be disclosed in the Registration Statement Statement, the Prospectus or the Prospectus Disclosure Package (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder. The aggregate of all pending legal or governmental proceedings to which the Company any Main Street Entity is a party or of which any of its such Main Street Entity’s property or assets is the subject which are not described in the Registration Statement Statement, the Prospectus or the ProspectusDisclosure Package, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in have a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against the Company, which that is required to be disclosed in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, that might reasonably be expected to result in a Material Adverse Effect, Effect or which might reasonably be expected to materially and adversely affect the properties or assets of the Company or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder, that is not so disclosed. The aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry inquiry, arbitration or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or and the Pricing Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no The Company has not received any notice of any action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, orand, to the best knowledge of the Company, there is no such proceeding now pending or threatened, against or affecting the CompanyCompany or any of its subsidiaries, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement, the Indenture or the Securities; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the CompanyCompany and each of the Guarantors, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, reasonably be expected to might result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets of the Company and its subsidiaries taken as a whole or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company and the Guarantors of its their respective obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or the Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, Agreement and the Indenture, the Notes International Purchase Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or the Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or Statement, the General Disclosure Package and the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Underwriting Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, ---------------------- inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of BJK&E or the Company, threatened, against or affecting BJK&E or the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which BJK&E, the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Synthetic Lease Transaction or the performance by the Company or the Operating Subsidiary of its their respective obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, Company which is required to be disclosed in the Registration Statement Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which mightwould reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Effect or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Offering Memorandum, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the CompanyIssuers, threatened, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets of the Company or any of its subsidiaries or the consummation of the transactions contemplated in this Agreement, by the Indenture, Operative Documents and the Notes Transaction Documents or the performance by the Company Issuers of its their obligations hereunder and thereunderhereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusOffering Memorandum, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the CompanyFund, threatened, against or affecting the CompanyFund, which is required to be disclosed in the Registration Statement Statement, the Prospectus or the Statutory Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect the assets of the Fund or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company Fund of its obligations hereunder and thereunderhereunder. The aggregate of all pending legal or governmental proceedings to which the Company Fund is a party or of which any of its property or assets is the subject which are not described in the Registration Statement Statement, the Prospectus or the Prospectus, Statutory Prospectus including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any of its subsidiaries, which that is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which that might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunderhereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its property their respective properties or assets is the subject which that are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or General Disclosure Package and the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, Agreement and the Indenture, the Notes International Purchase Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could business of the Company and its Subsidiaries would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or and/or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its property their respective properties or assets is the subject which are not described in the Registration Statement or and/or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, ---------------------- inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, Agreement and the Indenture, the Notes International Purchase Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Other than as set forth in the Final Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court company or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which mightmight reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Effect or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Articles and any Terms Agreement or the performance by the Company of its obligations hereunder and or thereunder. The aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, which Company or each of its Subsidiary that is required to be disclosed in the Registration Statement or the U.S. Prospectus (other than as disclosed therein), or which mightthat might reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Effect or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, Agreement and the Indenture, the Notes Warrants or the performance by the Company of its obligations hereunder under this Agreement and thereunder. The the Warrants; the aggregate of all pending legal or governmental proceedings to which the Company or each of its Subsidiary is a party or of which any of its their respective property or assets is the subject which that are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or the Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which mightwhich, individually or in if determined adversely to the aggregateCompany, reasonably be expected to would result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets of the Company or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or the Subsidiary is a party or of which any of its their property or assets (including, without limitation, the Initial Properties) is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, now pending or threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, reasonably be expected to might result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement Statement, the General Disclosure Package or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, ---------------------- inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or Amgen- Regeneron Partners, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or Amgen-Regeneron Partners is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which mightthat would, individually or in the aggregate, be reasonably be expected to result in a Material Adverse Effect, or which might that would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, ---------------------- inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in by this Agreement, Agreement and the Indenture, the Notes U.S. Purchase Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its property their respective properties, assets or assets operations is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the Stock Split, the Preferred Stock Conversion or any of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, ---------------------- inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, Agreement and the Indenture, the Notes International Purchase Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no claim, action, suit, proceeding, inquiry inquiry, audit, review or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, threatened against the Company or any subsidiary of the Company, or, to the knowledge of the Company, otherwise involving the Company or any subsidiary of the Company which is required to be disclosed in the Registration Statement or the Prospectus SEC Documents (other than as disclosed therein), or which might, individually or in the aggregate, would be reasonably be expected likely to result in a Material Adverse Effect, or which might would be reasonably be expected likely to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusSEC Documents, including ordinary routine litigation incidental to the Company’s conduct of its business, could would not be reasonably be expected likely to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the LLC or the Company, threatened, against or affecting the CompanyLLC, the Company or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the LLC or Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the LLC, the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which mightwould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which might would, individually or in the aggregate, reasonably be expected to materially and adversely affect the properties and assets of the Company and its subsidiaries considered as one enterprise or the consummation of this Agreement or the transactions contemplated in this Agreement, the Indenture, the Notes Registration Rights Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusOffering Memorandum, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or and/or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or and/or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no The Company has not received any notice of any action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, orand, to the best knowledge of the Company, there is no such proceeding now pending or threatened, against or affecting the CompanyCompany or any of its subsidiaries, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement, the Securities or the Articles Supplementary; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or Amgen-Regeneron Partners, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or Amgen-Regeneron Partners is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement Statement, the Statutory Prospectus or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation by the Company of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or Statement, the Statutory Prospectus and the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, body now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus Disclosure Package and Final Offering Memorandum (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusDisclosure Package and Final Offering Memorandum, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect have a material adverse effect on the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or Statement, the ProspectusProspectus and the General Disclosure Package, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no actionactions, suit, proceeding, inquiry suits or investigation proceedings by or before or brought by any court or governmental agency agency, authority or body, domestic body or foreign, any arbitrator involving the Company or any of its subsidiaries or its or their property now pending, pending or, to the knowledge of the Company, threatened, against the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which mightthreatened that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to (i) materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes or the performance by the Company of its obligations hereunder under this Agreement or the consummation of any of the transactions contemplated herein or (ii) have a Material Adverse Effect; and thereunder. The the aggregate of all pending legal or governmental proceedings to which the Company or any such subsidiary is a party or of which any of its property their respective properties or assets is the subject which are not described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There To our knowledge, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or court, government, governmental authority, agency or bodyinstrumentality or court, domestic or foreignforeign (including, without limitation, the Banking Regulators), now pending, or, to pending or threatened against or affecting the knowledge of Company or the Company, threatened, against the Company, which Subsidiary that (i) is required to be disclosed in the Registration Statement Statement, (ii) could have a Material Adverse Effect or (iii) could materially and adversely affect their respective assets or the Prospectus (consummation of the transactions contemplated by the Agreement, the other than Operative Documents and the Securities or the performance by the Company of its obligations thereunder; and except as disclosed therein)described in the Registration Statement, the Disclosure Package and the Prospectus, there are no legal or governmental proceedings to which mightthe Company or the Subsidiary is a party or of which any of their respective assets is the subject, including ordinary routine litigation incidental to the business, which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes or the performance by the Company of its obligations hereunder and thereunder. The aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in have a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, ---------------------- proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, Agreement and the Indenture, the Notes International Purchase Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreignGovernmental Entity, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof, taken as a whole, or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or any Terms Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against the Company, which is required to be disclosed in the Registration Statement Statement, the Prospectus or the Prospectus Disclosure Package (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, Agreement or the Indenture, the Notes Formation Agreements or the performance by the Company of its obligations hereunder and or thereunder. The aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement Statement, the Prospectus or the ProspectusDisclosure Package, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in have a Material Adverse Effect.

Absence of Proceedings. There is no action, suitsuit or proceeding or, proceedingto the knowledge of the Adviser, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the CompanyAdviser, threatened, against or affecting the CompanyAdviser, which is required to be disclosed in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a an Adviser Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by Investment Advisory Agreement; the Company of its obligations hereunder and thereunder. The aggregate of all pending legal or governmental proceedings to which the Company Adviser is a party or of which any of its respective property or assets is the subject which are not described in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, including ordinary routine litigation incidental to the their business, could would not reasonably be expected to result in a an Adviser Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatenedthreatened in writing, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or any Terms Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, pending or, to the knowledge of the CompanyDepositor, threatened, against or affecting the Company, Depositor which is required to be disclosed in the Registration Statement or and the Prospectus (other than as disclosed stated therein), or which might, individually or in the aggregate, might reasonably be to expected to result in a Material Adverse EffectChange, or which might reasonably be expected to materially and adversely affect its properties or assets or the consummation of the transactions contemplated in by this Agreement, the Indenture, the Notes Agreement or any Basic Document to which it is a party or the performance by the Company of its obligations hereunder and thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company Depositor is a party or of which any of its property their respective properties or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse EffectChange.

Absence of Proceedings. There Except as disclosed in the Registration Statement, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein)Statement, or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, Agreement or the Indenture, the Notes International Purchase Agreement or the performance by the Company of its obligations hereunder and thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary or Joint Venture, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed thereinin the Time of Sale Prospectus), or which might, individually or in the aggregate, reasonably be expected to might result in a Material Adverse EffectChange, or which might reasonably be expected to materially and adversely affect the properties or assets of the Enterprise or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of any and all pending legal or governmental proceedings to which the Company or any Subsidiary or Joint Venture is a party or of which any of its their property or assets is the subject which are not described in the Registration Statement or the Time of Sale Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse EffectChange.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is would be required to be disclosed in the Registration Statement Statement, Time of Sale Information or the Prospectus (other than Prospectus, except as disclosed therein), or which might, individually or in the aggregateRegistration Statement, reasonably be expected to result in a Material Adverse EffectTime of Sale Information and the Prospectus, or which might would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company and the Guarantor of its their obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement Statement, Time of Sale Information or the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, Agreement or either of the Indenture, the Notes Forward Agreements or the performance by the Company of its obligations hereunder and thereunder. The or under the Forward Agreements; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its property their respective properties or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pendingpending against, or, to the knowledge of the Company, threatened, threatened against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially affect the properties, assets or operations of the Company and adversely affect its subsidiaries, except what does not result in a Material Adverse Effect, or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its property their respective property, assets or assets operations is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary or Hardee's, which is required to be disclosed in the Registration Registra tion Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary or Hardee's is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, Company or its Subsidiary which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company or its Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Company, there is no statute or regulation which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein).

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary or any Joint Venture, which is required to be disclosed in the Registration Statement or the Prospectus Statements (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, Agreement and the Indenture, the Notes Purchase Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatements, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, ---------------------- inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, or to the knowledge of the Company, Company threatened, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or and the Prospectus (other than as disclosed stated therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, Effect or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in under this Agreement, Underwriting Agreement or the Indenture, the Notes applicable Terms Agreement or the performance by the Company of its obligations hereunder and thereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its property their respective assets, properties or assets operations is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, reasonably be expected to might result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or Statement, General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect any material properties or assets of the Company or any subsidiary or the consummation of the transactions contemplated in this Agreement or the Letter Agreement, the Indenture, the Notes or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or and in the Prospectus Prospectuses (other than as disclosed therein), or which might, individually or in the aggregate, 13 might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or and in the ProspectusProspectuses, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, which Company or any of its subsidiaries that is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which mightthat might reasonably be expected, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Effect or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder under this Agreement; and thereunder. The the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which that are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Trust or the Company, threatened, against or affecting the CompanyTrust or the Company or any subsidiary, which that is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, that might reasonably be expected to result in a Material Adverse Effect, or which that might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Trust or the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Trust or the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which that are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), ) or which mightmight reasonably be expected to, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as described in the Offering Memorandum, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, or to the knowledge of the Company, Company threatened, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the assets, properties or operations thereof or the consummation of the transactions contemplated in under the Offering Memorandum, this Agreement, the Indenture, Mortgage or the Notes Supplemental Indenture or the performance by the Company of its obligations hereunder and thereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its property their respective assets, properties or assets operations is the subject which are not described in the Registration Statement or the ProspectusOffering Memorandum, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary of the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary of the Company is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as set forth in the Prospectus ----------------------- there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which that is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by by, if determined adversely to the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which subject, that are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, ------------------------------ inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement Prospectuses or the Prospectus Supplementary Material (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement Prospectuses or the ProspectusSupplementary Material, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no The Company has not received any notice of any action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, orand, to the best knowledge of the Company, there is no such proceeding now pending or threatened, against or affecting the CompanyCompany or any of its subsidiaries, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder under this Agreement, the Indenture or the Securities; and thereunder. The the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or Statement, the Prospectus, Time of Sale Prospectus and the Prospectus including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, or to the knowledge of the Company, Company threatened, against or affecting the Company, Company or any subsidiary thereof which is required to be disclosed in the Registration Statement or and the Prospectus (other than as disclosed thereinstated or incorporated by reference therein or as contemplated thereby), or which might, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of this Underwriting Agreement, the applicable Terms Agreement or any applicable Indenture, Warrant Agreement or Deposit Agreement or the transactions contemplated in this Agreement, the Indenture, the Notes herein or the performance by the Company of its obligations hereunder and thereundertherein. The aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary thereof is a party or of which any of its property their respective assets, properties or assets operations is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets of the Company and its subsidiaries considered as one enterprise or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, ----------------------------- inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement Prospectuses or the Prospectus Supplementary Material (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement Prospectuses or the ProspectusSupplementary Material, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no The Company has not received any notice of any action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, orand, to the best knowledge of the Company, there is no such proceeding now pending or threatened, against or affecting the CompanyCompany or any of its subsidiaries, which is required to be disclosed in the Registration Statement or the Prospectus Statements (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement, the Securities or the Articles Supplementary; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatements, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Other than as disclosed in the Registration Statement, there is no action, suitsuit or proceeding or, proceedingto the knowledge of the Company, inquiry or investigation investigation, before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein)Statement, or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, Investment Advisory Agreement or the Notes Administration Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or any Terms Agreement or the performance by the Company of its obligations hereunder and or thereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which that (A) is required to be disclosed in the Registration Statement or the Prospectus and is not so disclosed as required, (other than as disclosed therein), or which might, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which might B) could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunderor (C) except as disclosed in the Prospectus, could reasonably be expected to result in a Material Adverse Effect. The aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its property their respective properties or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus Prospectuses (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, Agreement and the Indenture, the Notes U.S. Purchase Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, foreign now pending, or, to the knowledge of the CompanyCompany or the Partnership, threatened, against or affecting the Company, the Partnership or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely to affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company or the Partnership of its their respective obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company Company, the Partnership or any Subsidiary is a party or of which any of its their assets or any property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could are reasonably expected not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected by the Company to result in a Material Adverse EffectChange, or which might would reasonably be expected by the Company to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could is not reasonably be expected to result in a Material Adverse EffectChange.

Absence of Proceedings. There is no The Company has not received any notice of any action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, orand, to the best knowledge of the Company, there is no such proceeding now pending or threatened, against or affecting the CompanyCompany or any of its subsidiaries, which is required to be disclosed in the Registration Statement or the Prospectus Statements (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement, the Indenture or the Securities; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatements, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or any Terms Agreement or the performance by the Company of its obligations hereunder and or thereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the CompanyPartnership, threatened, against the Company, or affecting any Partnership Entity which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company Legacy Parties of its their obligations hereunder and thereunder. The under this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company any Partnership Entity is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as set forth in the Prospectus ---------------------- there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which that is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by by, if determined adversely to the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which subject, that are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Entity (including, without limitation, any action, suit proceeding, inquiry or governmental agency investigation before or body, domestic brought by the U.S. Food and Drug Administration (the “FDA”) or foreign, any comparable regulatory authority in any jurisdiction now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect their respective properties or assets or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder hereunder; and thereunder. The the aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property properties or assets is the subject which are not described in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or and the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The hereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its property their respective properties or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatenedthreatened in writing, against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, the Indenture, the Notes Agreement or the performance by the Company of its obligations hereunder and thereunder. The under this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.