There are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened against the Depositor before or by any Governmental Authority that (i) question the validity or enforceability of this Agreement or materially and adversely affect the ability of the Depositor to perform its obligations hereunder or (ii) individually or in the aggregate would have a material adverse effect on the ability of the Depositor to perform its obligations hereunder. The Depositor is not in default with respect to any orders of any Governmental Authority, the default under which individually or in the aggregate would have a material adverse effect on the ability of the Depositor to perform its obligations hereunder.