Common use of No Proceedings Clause in Contracts

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state State income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the EFLLC Receivables and the EFLLC Other Conveyed Property hereunder or the transfer of the EFLLC Receivables and the EFLLC Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderCertificateholders.

No Proceedings. There are no proceedings or investigations -------------- pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants Sellers covenant and agrees agree that it they will not take any action to pursue any remedy that it they may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller Sellers and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserARFC, threatened against PurchaserARFC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser ARFC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser ARFC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Initial Receivables and the Initial Other Conveyed Property hereunder or the transfer of the Initial Receivables and the Initial Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser ARFC hereunder, Seller AFL covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the later of (i) the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserARFC, have been paid in full, or (ii) all Notes or other similar securities issued by the Trust, or a trust or similar vehicle formed by ARFC, have been paid in full. Seller AFL and Purchaser ARFC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer ARFC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder or the transfer of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Initial and Additional Loans and the Initial Other Conveyed Property hereunder or the transfer of the Receivables Initial and Additional Loans and the Initial Other Conveyed Property to the Issuer Trust pursuant to the Sale Pooling and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller CFC covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the later of (i) the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full, or (ii) all Certificates or other similar securities issued by the Trust, or a trust or similar vehicle formed by CFSC, have been paid in full. Seller CFC and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the EFIT Receivables and the EFIT Other Conveyed Property hereunder or the transfer of the EFIT Receivables and the EFIT Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderCertificateholders.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder or the transfer of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state State income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder or the transfer of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related DocumentsSubsequent Transfer Instrument, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related DocumentsSubsequent Transfer Instrument, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents Subsequent Transfer Instrument, or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Subsequent Loans and the Subsequent Other Conveyed Property hereunder or the transfer of the Receivables Subsequent Loans and the Subsequent Other Conveyed Property to the Issuer Trustee pursuant to the Sale and Servicing AgreementSubsequent Transfer Instrument. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller CFC covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full. Seller CFC and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, pending or, to the knowledge of PurchaserDepositor's knowledge, threatened against Purchaserthe Depositor, before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over Purchaser the Depositor or its properties: properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may seeking to affect adversely affect the federal or state income tax attributes or other federal, state or local tax characterization of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to under the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser the Depositor hereunder, Seller the Originator covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notesnotes, the Certificatecertificates, pass-through certificates or other similar securities issued by Purchaserthe Depositor, or a trust or similar vehicle formed by Purchaserthe Depositor, have been paid in full. Seller The Originator and Purchaser the Depositor agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderCertificateholders.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related DocumentsSubsequent Transfer Instrument, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related DocumentsSubsequent Transfer Instrument, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents Subsequent Transfer Instrument, or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Subsequent Loans and the Subsequent Other Conveyed Property hereunder or the transfer of the Receivables Subsequent Loans and the Subsequent Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing AgreementSubsequent Transfer Instrument. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller CFC covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full. Seller CFC and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Mortgage Loans and the Other Conveyed Property hereunder or the transfer by Purchaser of the Receivables Mortgage Loans and the Other Conveyed Property to the Issuer Depositor pursuant to the Sale and Servicing Unaffiliated Seller's Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, the Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust Fund, or a trust or similar vehicle formed by Purchaser, have been paid in full. The Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer Purchaser or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust Fund.

No Proceedings. There are no proceedings or investigations pending, pending or, to the knowledge of PurchaserDepositor's knowledge, threatened against Purchaserthe Depositor, before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over Purchaser the Depositor or its properties: properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may seeking to affect adversely affect the federal or state income tax attributes or other federal, state or local tax characterization of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to under the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser the Depositor hereunder, Seller the Originator covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notesnotes, the Certificatecertificates, pass-through certificates or other similar securities issued by Purchaserthe Depositor, or a trust or similar vehicle formed by Purchaserthe Depositor, have been paid in full. Seller The Originator and Purchaser the Depositor agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations -------------- pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Initial and Additional Loans and the Initial Other Conveyed Property hereunder or the transfer of the Receivables Initial and Additional Loans and the Initial Other Conveyed Property to the Issuer Trust pursuant to the Sale Pooling and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller CFC covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the later of (i) the date on which all Notes, the Certificate, pass-pass- through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full, or (ii) all Certificates or other similar securities issued by the Trust, or a trust or similar vehicle formed by CFSC, have been paid in full. Seller CFC and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state State income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificate[s], pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderCertificateholder[s].

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the [Seller] Receivables and the [Seller] Other Conveyed Property hereunder or the transfer of the [Seller] Receivables and the [Seller] Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderCertificateholders.

No Proceedings. There are no proceedings or investigations pending, pending or, to the knowledge of PurchaserDepositor’s knowledge, threatened against Purchaserthe Depositor, before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over Purchaser the Depositor or its properties: properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may seeking to affect adversely affect the federal or state income tax attributes or other federal, state or local tax characterization of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to under the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser the Depositor hereunder, Seller the Originator covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notesnotes, the Certificatecertificates, pass-through certificates or other similar securities issued by Purchaserthe Depositor, or a trust or similar vehicle formed by Purchaserthe Depositor, have been paid in full. Seller The Originator and Purchaser the Depositor agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderCertificateholders.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent EFLLC Receivables and the Subsequent EFLLC Other Conveyed Property hereunder or the transfer of the Subsequent EFLLC Receivables and the Subsequent EFLLC Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder or the transfer of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderCertificateholder[s].

No Proceedings. There are no proceedings No Proceeding shall have been instituted, and be pending against Buyer, Parent or investigations pendingSeller or their respective Affiliates by any unaffiliated Third Party (other than an Authority), or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: which (i) asserting the invalidity of this Agreement challenges or any of the Related Documentsotherwise seeks to prevent, (ii) seeking or would reasonably be expected to prevent the consummation of materially delay, any of the transactions contemplated by this Agreement Agreement, (ii) would reasonably be expected to result in a material Liability for Buyer, Seller or any of the Related Documentstheir respective Affiliates, (iii) seeking would reasonably be expected to adversely effect in any determination material respect the ability of Buyer, Parent or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement Seller or any of their respective Affiliates, as applicable, to perform their obligations under this Agreement, to consummate any of the Related Documents transactions contemplated hereby or to operate any of their respective businesses in the State of Nevada, or (iv) would reasonably be expected to subject Buyer, Parent or Seller or any of their respective Affiliates or their respective officers or directors to material Liability in relation to any of the transactions contemplated by this Agreement; provided, however, in the event a Proceeding contemplated by this Section 9.1(b) has been instituted and/or is pending and Buyer does not want to waive the condition contemplated by this Section 9.1(b) but Seller informs Buyer in writing of its desire to waive the condition contemplated by this Section 9.1(b), to the extent such waiver is permitted by Law, Seller may waive such obligation provided that may adversely affect the federal Seller and Parent sign an undertaking, in form and substance satisfactory to Buyer, to jointly and severally indemnify, defend, save and hold harmless Buyer Indemnitees from and against any and all Losses, incurred or state income tax attributes sustained by, or imposed upon any Buyer Indemnities resulting from, arising out of, or seeking otherwise incurred in connection with such Proceeding, including all fees and expenses, which shall be advanced to impose any excise, franchise, transfer or similar tax upon, the transfer Buyer and acquisition of the Receivables paid by Seller and/or Parent when and the Other Conveyed Property hereunder or the transfer of the Receivables as such fees and the Other Conveyed Property expenses are incurred (such Proceeding being referred to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of herein as a representation and warranty made by Purchaser hereunder, “Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderWaived Proceeding”).

No Proceedings. There are no proceedings or investigations -------------- pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related DocumentsSubsequent Transfer Instrument, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related DocumentsSubsequent Transfer Instrument, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents Subsequent Transfer Instrument, or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Subsequent Loans and the Subsequent Other Conveyed Property hereunder or the transfer of the Receivables Subsequent Loans and the Subsequent Other Conveyed Property to the Issuer Trustee pursuant to the Sale and Servicing AgreementSubsequent Transfer Instrument. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller CFC covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full. Seller CFC and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderCertificateholders.

No Proceedings. There are no proceedings or investigations pending, pending or, to the knowledge of PurchaserDepositor's knowledge, threatened against PurchaserDepositor, before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over Purchaser Depositor or its properties: properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may seeking to affect adversely affect the federal or state income tax attributes or other federal, state or local tax characterization of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to under the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser Depositor hereunder, Seller Originator covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notesnotes, the Certificatecertificates, pass-through certificates or other similar securities issued by PurchaserDepositor, or a trust or similar vehicle formed by PurchaserDepositor, have been paid in full. Seller Originator and Purchaser Depositor agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserORFC, threatened against PurchaserORFC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser ORFC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser ORFC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Initial Receivables and the Initial Other Conveyed Property hereunder or the transfer of the Initial Receivables and the Initial Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser ORFC hereunder, Seller OFL covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserORFC, have been paid in full. Seller OFL and Purchaser ORFC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer ORFC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserARFC, threatened against PurchaserARFC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser ARFC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser ARFC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser ARFC hereunder, Seller AFL covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the later of (i) the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserARFC, have been paid in full, or (ii) all Notes or other similar securities issued by the Trust, or a trust or similar vehicle formed by ARFC, have been paid in full. Seller AFL and Purchaser ARFC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer ARFC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are No injunction, order, decree or judgment shall have been issued by any Governmental Entity of competent jurisdiction and be in effect, and no proceedings statute, rule or investigations pendingregulation shall have been enacted or promulgated by any Governmental Entity and be in effect, orwhich in each case restrains or prohibits the consummation of the purchase and sale of the Shares or imposes material limitations on the ability of the Purchaser to exercise full rights of ownership of the Shares or requires the divestiture by the Purchaser of the Shares or by the Company, to the knowledge Purchaser or any of Purchaser, threatened against Purchaser, their Affiliates of any material assets or businesses. No action or proceeding before any courtcourt or regulatory authority, regulatory bodydomestic or foreign, administrative agency, shall have been instituted or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: threatened by (i) asserting any Governmental Entity which seeks to prevent or delay the invalidity consummation of the purchase and sale of the Shares, impose material limitations on the ability of the Purchaser to exercise full rights of ownership of the Shares, require the divestiture by the Purchaser of the Shares or by the Company, the Purchaser or any of their Affiliates of any material assets or businesses, or which challenges the validity or enforceability of this Agreement or any of the Related Documents, (ii) seeking by any other Person which seeks to prevent or delay the consummation of any the purchase and sale of the transactions contemplated Shares, impose material limitations on the ability of the Purchaser to exercise full rights of ownership of the Shares, require the divestiture by this Agreement the Purchaser of the Shares or by the Company, the Purchaser or any of the Related Documents, (iii) seeking their Affiliates of any determination material assets or ruling that might materially and adversely affect the performance by Purchaser of its obligations underbusinesses, or which challenges the validity or enforceability of, of this Agreement unless the Seller agrees to fully indemnify in accordance with Article VIII hereof the Purchaser and any Purchaser Indemnitee from any and all Adverse Consequences resulting from or arising out of such action or proceeding, including any settlement thereof, to the extent such damages are not already subject to indemnification by the Seller pursuant to Article VIII hereof or a separate agreement of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderSeller.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserSponsor, threatened against PurchaserSponsor, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser Sponsor or its properties: (i) asserting the invalidity of this Agreement, the contribution or Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of the contribution or any of the transactions other matters contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser Sponsor of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition contribution of the Receivables Mortgage Loans and the Other Conveyed Property hereunder or the transfer contribution by Sponsor of the Receivables Mortgage Loans and the Other Conveyed Property to the Issuer Depositor pursuant to the Sale and Servicing Unaffiliated Seller's Agreement. In the event of any breach of a representation and warranty made by Purchaser Sponsor hereunder, Seller the Contributor covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates Notes or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserSponsor, have been paid in full. Seller The Contributor and Purchaser Sponsor agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer Sponsor or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserORFC II, threatened against PurchaserORFC II, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser ORFC II or its properties: (i) asserting the invalidity of this Agreement, any Assignment Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, any Assignment Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser ORFC II of its obligations under, or the validity or enforceability of, this Agreement, any Assignment Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or under any Assignment Agreement or the transfer of the Receivables and the Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser ORFC II hereunder, Seller OFL covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notesinvestor certificates, the Certificate, pass-through certificates notes or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserORFC II, have been paid in full. Seller OFL and Purchaser ORFC II agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer ORFC II or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants Sellers covenant and agrees agree that it they will not take any action to pursue any remedy that it they may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller Sellers and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder or the transfer of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, pending or, to the knowledge of PurchaserSeller's knowledge, threatened against PurchaserSeller, before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over Purchaser Seller or its properties: properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser Seller of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may seeking to affect adversely affect the federal or state income tax attributes or other federal, state or local tax characterization of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to under the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser Seller hereunder, Seller Originator covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notesnotes, the Certificatecertificates, pass-through certificates or other similar securities issued by PurchaserSeller, or a trust or similar vehicle formed by PurchaserSeller, have been paid in full. Originator and Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related DocumentsTransfer Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related DocumentsTransfer Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents Transfer Agreement, or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Subsequent Loans and the Subsequent Other Conveyed Property hereunder or the transfer of the Receivables Loans and the Subsequent Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing Transfer Agreement. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full. Seller and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related DocumentsTransfer Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related DocumentsTransfer Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents Transfer Agreement, or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Subsequent Contracts and the Other Conveyed Property Subsequent Collateral Security hereunder or the transfer of the Receivables Contracts and the Other Conveyed Property Subsequent Collateral Security to the Issuer Trust pursuant to the Sale and Servicing Transfer Agreement. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full. Seller and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, pending or, to the knowledge of PurchaserDepositor's knowledge, threatened against PurchaserDepositor, before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over Purchaser Depositor or its properties: properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may seeking to affect adversely affect the federal or state income tax attributes or other federal, state or local tax characterization of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Purchased Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to under the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser Depositor hereunder, Seller Originator covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notesnotes, the Certificatecertificates, pass-through certificates or other similar securities issued by PurchaserDepositor, or a trust trust, limited liability company or similar vehicle formed by PurchaserDepositor, have been paid in full. Seller Originator and Purchaser Depositor agree that damages will not be an adequate remedy for such breach and that this covenant may also be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, pending or, to the knowledge of PurchaserDepositor’s knowledge, threatened against Purchaserthe Depositor, before any court, regulatory body, administrative agency, agency or other tribunal or governmental instrumentality having jurisdiction over Purchaser the Depositor or its properties: properties (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may seeking to affect adversely affect the federal or state income tax attributes or other federal, state or local tax characterization of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to under the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser the Depositor hereunder, Seller the Originator covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notesnotes, the Certificatecertificates, pass-through certificates or other similar securities issued by Purchaserthe Depositor, or a trust or similar vehicle formed by Purchaserthe Depositor, have been paid in full. Seller The Originator and Purchaser the Depositor agree that damages will not be an adequate remedy for such a breach of this covenant and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderCertificateholders.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Initial Loans and the Initial Other Conveyed Property hereunder or the transfer of the Receivables Initial Loans and the Initial Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing AgreementAgreement or pledged under the Indenture. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates Certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full. Seller and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder or the transfer of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer Holding Trust pursuant to the Sale and Servicing Contribution Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Initial Loans and the Initial Other Conveyed Property hereunder or the transfer of the Receivables Initial Loans and the Initial Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller GTFC covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the later of (i) the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full, or (ii) all Notes or other similar securities issued by the Trust, or a trust or similar vehicle formed by CFSC, have been paid in full. Seller GTFC and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Mortgage Loans and the Other Conveyed Property hereunder or the transfer by Purchaser of the Receivables Mortgage Loans and the Other Conveyed Property to the Issuer Depositor pursuant to the Sale and Servicing Unaffiliated Seller's Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, the Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates Notes or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by Purchaser, have been paid in full. The Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer Purchaser or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Initial Loans and the Initial Other Conveyed Property hereunder or the transfer of the Receivables Initial Loans and the Initial Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller GTFC covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the later of (i) the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full, or (ii) all Certificates or other similar securities issued by the Trust, or a trust or similar vehicle formed by CFSC, have been paid in full. Seller GTFC and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. Back to Contents In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Subsequent Receivables and the Subsequent Other Conveyed Property hereunder or the transfer of the Subsequent Receivables and the Subsequent Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. Back to Contents In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the CertificateCertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations -------------- pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Initial Contracts and the Other Conveyed Property Initial Collateral Security hereunder or the transfer of the Receivables Initial Contracts and the Other Conveyed Property Initial Collateral Security to the Issuer Trust pursuant to the Sale Pooling and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller Conseco Finance covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the later of (i) the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full, or (ii) all Certificates or other similar securities issued by the Trust, or a trust or similar vehicle formed by CFSC, have been paid in full. Seller Conseco Finance and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Initial Contracts and the Other Conveyed Property Initial Collateral Security hereunder or the transfer of the Receivables Initial Contracts and the Other Conveyed Property Initial Collateral Security to the Issuer Trust pursuant to the Sale and Servicing AgreementAgreement or pledged under the Indenture. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates Certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full. Seller and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations -------------- pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related DocumentsSubsequent Transfer Instrument, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related DocumentsSubsequent Transfer Instrument, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents Subsequent Transfer Instrument, or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Subsequent Loans and the Subsequent Other Conveyed Property hereunder or the transfer of the Receivables Subsequent Loans and the Subsequent Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing AgreementSubsequent Transfer Instrument. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller CFC covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full. Seller CFC and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations -------------- pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related DocumentsTransfer Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related DocumentsTransfer Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents Transfer Agreement, or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Subsequent Contracts and the Other Conveyed Property Subsequent Collateral Security hereunder or the transfer of the Receivables Contracts and the Other Conveyed Property Subsequent Collateral Security to the Issuer Trust pursuant to the Sale and Servicing Transfer Agreement. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full. Seller and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documentsdocuments required pursuant hereto, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documentsdocuments required pursuant hereto, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents documents required pursuant hereto or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property Mortgage Loans hereunder or the transfer of the Receivables and the Other Conveyed Property Mortgage Loans to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificatecertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderIssuer.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Mortgage Loans and the Other Conveyed Property hereunder or the transfer by Purchaser of the Receivables Mortgage Loans and the Other Conveyed Property to the Issuer Depositor pursuant to the Sale and Servicing Unaffiliated Seller's Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, the Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust Fund, or a trust or similar vehicle formed by Purchaser, have been paid in full. The Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer Purchaser or by the Trustee or the Trust Administrator on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust Fund.

No Proceedings. There are no proceedings or investigations -------------- pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Initial Contracts and the Other Conveyed Property Initial Collateral Security hereunder or the transfer of the Receivables Initial Contracts and the Other Conveyed Property Initial Collateral Security to the Issuer Trust pursuant to the Sale and Servicing AgreementAgreement or pledged under the Indenture. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificate, pass-through certificates Certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full. Seller and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserARFC, threatened against PurchaserARFC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser ARFC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser ARFC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Initial Receivables and the Initial Other Conveyed Property hereunder or the transfer of the Initial Receivables and the Initial Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser ARFC hereunder, Seller AFL covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the later of (i) the date on which all Notes, the Certificate, pass-pass- through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserARFC, have been paid in full, or (ii) all Notes or other similar securities issued by the Trust, or a trust or similar vehicle formed by ARFC, have been paid in full. Seller AFL and Purchaser ARFC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer ARFC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of the Purchaser, threatened against the Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Purchaser or its properties: (i) asserting the invalidity of this Agreement, the Receivables Financing Agreement or any of the Related Transaction Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the Receivables Financing Agreement or any of the Related Transaction Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Purchaser of its obligations under, or the validity or enforceability of, this Agreement, the Receivables Financing Agreement or any of the Related Transaction Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Transferred Receivables and the Other Conveyed Property hereunder or the transfer grant by the Purchaser of a security interest in the Transferred Receivables and the Other Conveyed Property to the Issuer Custodian on behalf of the Secured Parties pursuant to the Sale and Servicing Receivables Financing Agreement. In the event of any breach of a representation and warranty made by the Purchaser hereunder, Seller OFL-A covenants and agrees that it OFL-A will not take any action to pursue any remedy that it either may have hereunder, in law, in equity or otherwise, until a year and a day have passed since all obligations of the date on which all Notes, Purchaser under the Certificate, pass-through certificates or Receivables Financing Agreement and any other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, Transaction Document (as defined under the Receivables Financing Agreement) have been paid in full. Seller OFL-A and the Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by the Purchaser, Issuer or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the Certificateholder.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserCFSC, threatened against PurchaserCFSC, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser CFSC or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser CFSC of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables Initial Contracts and the Initial Other Conveyed Property hereunder or the transfer of the Receivables Initial Contracts and the Initial Other Conveyed Property to the Issuer Trust pursuant to the Sale Pooling and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser CFSC hereunder, Seller GTFC covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the later of (i) the date on which all Notes, the Certificate, pass-through certificates or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserCFSC, have been paid in full, or (ii) all Certificates or other similar securities issued by the Trust, or a trust or similar vehicle formed by CFSC, have been paid in full. Seller GTFC and Purchaser CFSC agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer CFSC or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.

No Proceedings. There are no proceedings or investigations -------------- pending, or, to the knowledge of Purchaser, threatened against Purchaser, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Related Documentsdocuments required pursuant hereto, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Related Documentsdocuments required pursuant hereto, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Related Documents documents required pursuant hereto or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or the transfer of the Receivables and the Other Conveyed Property to the Issuer pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser hereunder, Seller covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notes, the Certificatecertificates, pass-through certificates or other similar securities issued by Purchaser, or a trust or similar vehicle formed by Purchaser, have been paid in full. Seller and Purchaser agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer or by the Indenture Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderIssuer.

No Proceedings. There are no proceedings or investigations pending, or, to the knowledge of PurchaserARFC II, threatened against PurchaserARFC II, before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over Purchaser ARFC II or its properties: (i) asserting the invalidity of this Agreement, any Assignment Agreement or any of the Related Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, any Assignment Agreement or any of the Related Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by Purchaser ARFC II of its obligations under, or the validity or enforceability of, this Agreement, any Assignment Agreement or any of the Related Documents or (iv) that may adversely affect the federal or state income tax attributes of, or seeking to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Receivables and the Other Conveyed Property hereunder or under any Assignment Agreement or the transfer of the Receivables and the Other Conveyed Property to the Issuer Trust pursuant to the Sale and Servicing Agreement. In the event of any breach of a representation and warranty made by Purchaser ARFC II hereunder, Seller AFL covenants and agrees that it will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since the date on which all Notesinvestor certificates, the Certificate, pass-through certificates notes or other similar securities issued by Purchaserthe Trust, or a trust or similar vehicle formed by PurchaserARFC II, have been paid in full. Seller AFL and Purchaser ARFC II agree that damages will not be an adequate remedy for such breach and that this covenant may be specifically enforced by Purchaser, Issuer ARFC II or by the Trustee on behalf of the Noteholders and Owner Trustee on behalf of the CertificateholderTrust.