Common use of No Proceedings Clause in Contracts

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.

No Proceedings. There are no proceedings actions, orders, suits, investigations or investigations Proceedings pending or, to the knowledge of the Seller’s knowledge, threatened against the Seller, Seller before or by any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties Governmental Authority that (Ai) asserting assert the invalidity or unenforceability of this Agreement or any of the Basic other Transaction Documents, (Bii) seeking seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic other Transaction Documents, (Ciii) seeking seek any determination or ruling that might would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, under this Agreement or any of the Basic Documentsother Transaction Documents or the collectability or enforceability of the Receivables, or (Div) seeking relate to the Seller that would materially and adversely affect the federal income tax or other federalApplicable Tax State income, state excise, franchise or local similar tax attributes of the Notes.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic Documents, (Bii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Ciii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (Div) seeking to adversely affect the federal income tax or other federal, state State or local tax attributes of the Notes.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic Documents, (Bii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Ciii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (Div) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, Seller before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificates or the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the its performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificates or the Notes.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the SellerSeller or AFL, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Notes any Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending -------------- or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes any Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledgebest knowledge of Purchaser, threatened against the SellerPurchaser, before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic DocumentsConveyance Papers, (Bii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic DocumentsConveyance Papers, (Ciii) seeking any determination or ruling that, in the reasonable judgment of Purchaser, would materially and adversely affect the performance by Purchaser of its obligations under this Agreement or any of the Conveyance Papers or (iv) seeking any determination or ruling that might would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, of this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesConveyance Papers.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, Seller before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificates or the Class A Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the its performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificates or the Class A Notes.

No Proceedings. There To the Seller's knowledge, there are no proceedings or investigations pending orpending, to the Seller’s knowledge, threatened against the Selleror threatened, before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties properties: (Ai) asserting the invalidity of this Agreement, the Purchase Agreement or any of the Basic Documents, Certificates; (Bii) seeking to prevent the issuance of the Notes Certificates or the consummation of any of the transactions contemplated by this the Purchase Agreement or any of the Basic Documents, this Agreement; (Ciii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the Purchase Agreement or any of the Basic Documents, Certificates; or (Div) seeking relating to the Seller and which might adversely affect the federal or State income tax or other federal, state or local tax attributes of the NotesCertificates.

No Proceedings. There are no proceedings or investigations pending or, -------------- to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.

No Proceedings. There To the Seller’s knowledge, there are no proceedings or investigations pending orpending, to the Seller’s knowledge, threatened against the Selleror threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents[related] First Step Receivables Assignment, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents[related] First Step Receivables Assignment, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of and the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.First Step Receivables Assignment[; and]

No Proceedings. There are no proceedings or investigations pending or, to the related Seller’s knowledge, threatened against the related Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the related Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the related Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There To the Seller’s knowledge, there are no proceedings or investigations pending orpending, to the Seller’s knowledge, threatened against the Selleror threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of and the Basic Documents[related] First Step Receivables Assignment, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement and the [related] First Step Receivables Assignment, or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of and the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.First Step Receivables Assignment[; and]

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Transaction Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Transaction Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Transaction Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened threatened, against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreements, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic DocumentsAgreements, (C) seeking any determination or ruling that might materially and adversely affect the Receivables or the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic DocumentsAgreements, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notestransactions contemplated by the Basic Agreements, or (E) involving any Receivable.

No Proceedings. There are no proceedings or investigations -------------- pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller Back to Contents of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.

No Proceedings. There are no proceedings or investigations pending pending, or, to the Seller’s knowledge, threatened against knowledge of the Seller, threatened, against the Seller before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (Ai) asserting the invalidity of this Agreement or any of the Basic DocumentsAssignment, (Bii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, Assignment or (Ciii) seeking any determination or ruling that might that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesAssignment.

No Proceedings. There are no proceedings or investigations pending against the Seller or, to the Seller’s its knowledge, threatened against the Seller, Seller before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties properties: (Ai) asserting the invalidity of this Agreement or any of the other Basic Documents, (Bii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (Ciii) seeking any determination or ruling that might materially could reasonably be expected to have a material and adversely affect adverse effect on the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Documents, the Notes or the Certificates or (Div) seeking to affect adversely affect the federal Federal or state income tax or other federal, state or local tax attributes of the NotesIssuer, the Notes or the Certificates.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s Sellers knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes any Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the SellerSeller or AFS, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes any Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) c seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Notes any Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, -------------- to the related Seller’s 's knowledge, threatened against the related Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the related Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the related Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, 56 Sale and Servicing Agreement or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller 57 of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the 66 transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s Sellers knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the related Seller’s 's knowledge, threatened against the related Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the related Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the related Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Notes Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesCertificates.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s 's knowledge, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Related Documents, (B) seeking to prevent the issuance of the Notes any Securities or the consummation of any of the transactions contemplated by this 38 Agreement or any of the Basic Related Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Related Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.

No Proceedings. There are no proceedings or investigations pending pending, or, to the best knowledge of such Seller’s knowledge, threatened against the Sellerthreatened, before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the such Seller or its properties properties: (Aa) asserting the invalidity of this Agreement Agreement, any other Basic Document, the Notes or any of the Basic DocumentsCertificates, (Bb) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic DocumentsDocument, (Cc) seeking any determination or ruling that might materially and adversely affect the performance by the such Seller of its obligations under, or the validity or enforceability of, this Agreement Agreement, any other Basic Document or any of the Basic DocumentsNotes, or (Dd) seeking relating to such Seller and which might adversely affect the federal or state income tax or other federal, state or local tax attributes of the Notes.

No Proceedings. There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller, Seller before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Certificates or the Class A Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the its performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Certificates or the Class A Notes.

No Proceedings. There are no proceedings or investigations pending or, to the such Seller’s knowledge, threatened against the such Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the such Seller or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect the performance by the such Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the NotesSecurities.