Common use of Pending Litigation or Other Proceeding Clause in Contracts

Pending Litigation or Other Proceeding. There is no action, proceeding or investigation pending, or, to OFL's best knowledge, threatened, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over OFL or its properties: (A) asserting the invalidity of this Agreement or any other Transaction Document to which OFL is a party, (B) seeking to prevent the issuance of the Notes, the Certificates or the consummation of the Transaction, (C) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of, this Agreement or any other Transaction Document to which OFL is a party, (D) which might result in a Material Adverse Change with respect to OFL or (E) which might adversely affect the federal or state tax attributes of the Notes, the Certificates or the Trust.