Common use of Due Qualification Clause in Contracts

Due Qualification. The Depositor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification;

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation, is in good standing, and has obtained obtained, or has filed all forms, in the appropriate form, that are required to obtain, all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary material licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.

Due Qualification. The Depositor is duly qualified to do business business, is in good standing as a foreign entity in good standing, limited liability company (or is exempt from such requirements) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business requires such qualification;, licenses or approvals, except where the failure to so qualify or obtain licenses or approvals would not reasonably be expected to have a Material Adverse Effect.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, and where the failure to so qualify would have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation, is in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on the Depositor.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which where the ownership or lease of property failure to do so would reasonably be expected to materially and adversely affect the Depositor’s ability to transfer the Receivables to the Trust pursuant to this Agreement or the conduct validity or enforceability of its business requires such qualification;the Receivables.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease to obtain such licenses and approvals would, in the reasonable judgment of property the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the conduct validity or enforceability of, this Agreement, any of its business requires such qualification;the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company, is in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on the Depositor.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease to obtain such licenses and approvals would, in the reasonable judgment of property the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the conduct of its business requires such qualification;validity or enforceability of, the Depositor Basic Documents, the Receivables or the Securities.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business or the entering into, or the performance, of its obligations under the Basic Documents to which it is a party requires such qualification;.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business or the entering into, or the performance, of its obligations under the Transaction Documents to which it is a party requires such qualification;.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor’s ability to transfer the Receivables to the Trust pursuant to this Agreement or the conduct validity or enforceability of its business requires such qualification;the Receivables.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor’s ability to transfer the Receivables to the Trust pursuant to this Agreement or the conduct validity or enforceability of its business requires such qualification;the Receivables.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would adversely affect the Depositor’s ability to transfer the Depositor Conveyed Assets being conveyed by it to the Issuer pursuant to this Agreement or the conduct validity or enforceability of its business requires such qualification;the Receivables.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, and where the failure to so qualify would have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor's ability to acquire the Receivables or the conduct other Trust Property or the validity or enforceability of its business requires such qualification;the Receivables or the other Trust Property.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor's ability to transfer the Receivables to the Trust pursuant to this Agreement or the conduct validity or enforceability of its business requires such qualification;the Receivables.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;.

Due Qualification. The Depositor is shall be duly qualified to do business as a foreign entity corporation in good standing, and has shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity statutory trust, is in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease to obtain such licenses and approvals would, in the reasonable judgment of property the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the conduct of its business requires such qualification;validity or enforceability of, this Agreement or the Receivables.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification;.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business and the performance of its obligations under the Basic Documents requires such qualification;.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease to obtain such licenses and approvals would, in the reasonable judgment of property the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the conduct of its business requires such qualification;validity or enforceability of, this Agreement, each other Basic Document to which the Depositor is a party, the Receivables, the Notes or the Certificates.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership failure to so qualify or lease of property to obtain any such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Depositor or the conduct of its business requires such qualification;Issuing Entity.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor's ability to transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the conduct validity or enforceability of its business requires such qualification;the Receivables and the Other Conveyed Property or to perform the Depositor's obligations under the Basic Documents to which it is a party.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor's ability to transfer the Receivables to the Trust pursuant to this Agreement or the conduct validity or enforceability of its business requires such qualification;the Receivables.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification;qualifications.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires shall require such qualification;qualifications.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor's ability to transfer the Receivables to the Issuer pursuant to this Agreement or the conduct validity or enforceability of its business requires such qualification;the Receivables.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, except where the failure to so obtain would not have a material adverse impact either on the Depositor, the transactions contemplated in the Basic Documents or the Receivables.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation, is in good standing, and has obtained or has filed all forms, in the appropriate form, that are required to obtain all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;.

Due Qualification. The Depositor is shall be duly qualified to do business as a foreign entity corporation in good standing, and has shall have obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications.

Due Qualification. The Depositor is shall be duly qualified to do business as a foreign entity corporation in good standing, and has shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, except where the failure to so qualify would not materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of this Agreement or the Certificates.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor's ability to acquire the Receivables or the conduct validity or enforceability of its business requires such qualification;the Receivables.

Due Qualification. The Depositor is in good standing as a foreign limited liability company and is duly qualified to do business as a foreign entity in good standingbusiness, and has obtained all necessary licenses and approvals (whether directly or indirectly through the applicable Seller or Subservicer in all jurisdictions the applicable jurisdiction), in each jurisdiction in which the ownership failure to so qualify or lease of property or the conduct of its business requires to obtain such qualification;licenses and approvals would have an Adverse Effect.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would adversely affect the Depositor’s ability to transfer the Conveyed Assets being conveyed by it to the Trust pursuant to this Agreement or the conduct validity or enforceability of its business requires such qualification;the Loans.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor's ability to transfer the Receivables to the Trust pursuant to this Agreement or the conduct validity or enforceability of its business requires such qualification;the Receivables.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor’s ability to acquire the Receivables or the conduct other Trust Property or the validity or enforceability of its business requires such qualification;the Receivables or the other Trust Property.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease to obtain such licenses and approvals would, in the reasonable judgment of property the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the conduct validity or enforceability of, this Agreement, the Indenture, the Trust Agreement, any of its business requires such qualification;the other Transaction Documents, the Contracts or the Notes.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor’s ability to transfer the Receivables and the Other Conveyed Property to the Trust pursuant to this Agreement, or the conduct validity or enforceability of its business requires such qualification;the Receivables and the Other Conveyed Property or to perform the Depositor’s obligations under the Basic Documents to which it is a party.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification;.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which where the ownership or lease of property or failure to do so would materially and adversely affect the conduct performance of its business requires such qualification;obligations under this Agreement and the Related Documents.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership or lease of property failure to do so would materially and adversely affect the Depositor's ability to acquire the Receivables or the conduct other Receivables Property or the validity or enforceability of its business requires such qualification;the Receivables or the other Receivables Property.

Due Qualification. The Depositor is duly qualified to do business ----------------- as a foreign entity company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property property, including the Receivables, or the conduct of its business requires shall require such qualification;qualifications.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, except where the failure to have any such license, approval or qualification could not reasonably be expected to have a material adverse effect with respect to the Depositor.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease to obtain such licenses and approvals would, in the reasonable judgment of property the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the conduct validity or enforceability of, this Agreement, the Trust Agreement, any of its business requires such qualification;the other Basic Documents, the Financed Student Loans or the Notes.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification;.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity statutory trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, except where the failure to have any such license, approval or qualification could not reasonably be expected to have a material adverse effect with respect to the Depositor.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification;.

Due Qualification. The Depositor is shall be duly qualified to do business as a foreign entity corporation in good standing, and has shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, except when the failure to so qualify would not materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or the Certificates.

Due Qualification. The Depositor is duly qualified to do ----------------- business and, where necessary, is in good standing as a foreign entity in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification;each jurisdiction

Due Qualification. The Depositor is duly qualified to do ----------------- business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications.

Due Qualification. The Depositor is duly qualified to do ----------------- business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property property, including the Receivables, or the conduct of its business requires shall require such qualification;qualifications.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in required for the performance of its obligations under this Agreement and the other Basic Documents to which it is a party other than where the ownership failure to obtain such license or lease approval or qualification would not have a material adverse effect on the ability of property the Depositor to perform such obligations or on any Receivable or on the interest therein of the Trust, the Certificateholders [or the conduct of its business requires such qualification;Certificate Insurer].

Due Qualification. The Depositor is duly qualified to do business and, where necessary, is in good standing as a foreign entity in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business requires such qualificationqualification except where the failure to so qualify or be in good standing or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder;

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership failure to so qualify or lease to obtain such licenses and approvals would, in the reasonable judgment of property the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the conduct validity or enforceability of, this Agreement, any of its business requires such qualification;the other Basic Documents, the Receivables, the Notes or the Certificates.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which material to the ownership or lease of property or the conduct performance of its business requires such qualification;obligations under this Agreement.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, licenses and approvals, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Depositor.

Due Qualification. The Depositor is duly qualified to do business and is in good standing as a foreign entity in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business requires such qualification;qualification except where the failure to so qualify or be in good standing or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder.

Due Qualification. The Depositor is duly qualified to do business and, where necessary, is in good standing as a foreign entity in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business requires such qualification;qualification except where the failure to so qualify or be in good standing or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder.

Due Qualification. The Depositor is duly qualified to do business as a ----------------- foreign entity corporation in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications.

Due Qualification. The Depositor is duly qualified to do ----------------- business and, where necessary, is in good standing as a foreign entity in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business requires such qualificationqualification except where the failure to so qualify or be in good standing or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder;

Due Qualification. The Depositor is duly qualified to do business and, where necessary, is in good standing as a foreign entity in good standing, corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification;qualifications, except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under this Agreement.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity business trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires shall require such qualification;qualifications, except where the failure to have any such license, approval, or qualification would not have a Material Adverse Effect on the Depositor.

Due Qualification. The Depositor is duly qualified to do business as a foreign entity limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Depositor.