Common use of No Violation Clause in Contracts

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents Related Documents, and the fulfillment of the terms of this Agreement and the Basic Documents Related Documents, shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, lapse of time or both) a default under under, the certificate articles of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, the Sale and Servicing Agreement and the Indenture, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents Related Documents, and the fulfillment of the terms of this Agreement and the Basic Documents Related Documents, shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, lapse of time or both) a default under under, the certificate articles of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, the Sale and Servicing Agreement and the Indenture, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the Basic Documents Agreement, and the fulfillment of the terms of this Agreement and the Basic Documents hereof, shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time time, or both) a default under under, the certificate of incorporation or by-laws bylaws of the SellerBackup Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Backup Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller Backup Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Backup Servicer or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which it is a party and the fulfillment of the terms of this Agreement hereof and the Basic Documents shall thereof do not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate of incorporation formation or by-laws the limited liability company agreement of the Seller, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Seller is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, instrument (other than this Agreement, or pursuant to the Basic Documents); nor violate any law, law or any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation formation or by-laws limited liability company agreement of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents Related Documents, and the fulfillment of the terms of this Agreement and the Basic Documents Related Documents, shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, lapse of time or both) a default under under, the certificate of incorporation trust or by-laws trust agreement of the SellerTransferor, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Transferor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this AgreementAgreement and the Indenture, or violate any law, order, rule or regulation applicable to the Seller Transferor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Transferor or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which it is a party and the fulfillment of the their respective terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate of incorporation or by-laws limited liability company agreement of the SellerServicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Servicer is a party or by which it is bound, ; or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this AgreementAgreement and the other Basic Documents, or violate any law, order, rule or regulation applicable to the Seller Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents Related Documents, and the fulfillment of the terms of this Agreement and the Basic Documents Related Documents, shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, lapse of time or both) a default under under, the certificate articles of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, instrument (other than this Agreement, the Sale and Servicing Agreement and the Indenture), or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which it is a party and the fulfillment of the terms of this Agreement hereof and the Basic Documents shall thereof does not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate of incorporation or by-laws formation, limited liability company agreement of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, ; or violate any lawlaw or, to the best of the Seller’s knowledge, any order, rule rule, or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the Basic Documents Agreement, and the fulfillment of the terms of this Agreement and the Basic Documents shall hereof, do not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time time, or both) a default under under, the certificate of incorporation or by-laws bylaws of the SellerBackup Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Backup Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller Backup Servicer of any court or of any federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Backup Servicer or any of its properties.;

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation formation or by-laws the limited liability company agreement of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Basic Documents, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal Federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Depositor Basic Documents and the fulfillment of the terms of this Agreement hereof and the Basic Documents thereof shall not conflict with, result in any breach of any of the terms and or provisions of or constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate of incorporation or by-laws amended and restated limited liability company agreement of the Seller, Depositor or any indenture, agreement, mortgage, deed of trust or other instrument or agreement to which the Seller Depositor is a party or by which it is bound, or ; result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, instrument or agreement other than this Agreement, Agreement and the other Depositor Basic Documents; or violate any law, order, rule or regulation applicable to the Seller Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Seller or any of its propertiesDepositor.

No Violation. The consummation of the transactions contemplated by ------------ this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-by- laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms of this Agreement and the other Basic Documents shall not conflict with, result in any breach of any of the terms and or provisions of or constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate of incorporation or by-laws amended and restated limited liability company agreement of the Seller, Depositor or any indenture, agreement, mortgage, deed of trust or other instrument or agreement to which the Seller Depositor is a party or by which it is bound, ; or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, instrument or agreement other than this Agreement, Agreement and the other Basic Documents; or violate any law, order, rule or regulation applicable to the Seller Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Seller or any of its propertiesDepositor.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms of this Agreement and the other Basic Documents shall not conflict with, result in any breach of any of the terms and or provisions of or constitute (with or without notice, notice or lapse of time time, or both) a default under under, the certificate of incorporation or by-laws limited liability company agreement of the SellerDepositor, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Depositor is a party or by which it is bound, ; or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, Agreement and the other Basic Documents; or violate any law, order, rule or regulation applicable to the Seller Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its propertiesDepositor.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which it is a party and the fulfillment of the terms of this Agreement hereof and the Basic Documents shall thereof does not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate Certificate of incorporation or by-laws Formation, limited liability company agreement of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, ; or violate any lawlaw or, to the best of the Seller’s knowledge, any order, rule rule, or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Related Documents and the fulfillment of the terms of this Agreement and the Basic Related Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its their respective properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Related Documents and the fulfillment of the terms of this Agreement and the Basic Related Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, the Sale & Servicing Agreement and the Indenture or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Basic Documents, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation by the Seller of the transactions contemplated by this Agreement the applicable Further Transfer and the Basic Documents Servicing Agreements and the fulfillment of the terms of this Agreement and such agreements by the Basic Documents Seller shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, other than this Agreementthe applicable Further Transfer and Servicing Agreements, or violate any lawlaw or, to the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.;

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party and the fulfillment of the their respective terms of this Agreement and the Basic Documents shall do not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate articles of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, instrument (other than this Agreement), or violate any lawlaw or, to the best of the Seller's knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall to which the Depositor is a party will not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation limited liability company agreement or by-laws operating agreement of the SellerDepositor, or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Depositor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Basic Documents, or violate any law, order, rule or regulation applicable to the Seller Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Depositor or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Related Documents and the fulfillment of the terms of this Agreement and the Basic Related Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its their respective properties.

No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the Basic Documents Agreement, and the fulfillment of the terms of this Agreement and the Basic Documents shall hereof, do not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time time, or both) a default under under, the certificate of incorporation or by-laws bylaws of the SellerBackup Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Backup Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller Backup Servicer of any court or of any federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Backup Servicer or any of its properties.;

No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the Basic Documents Agreement, and the fulfillment of the terms of this Agreement and the Basic Documents hereof, shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time time, or both) a default under under, the certificate of incorporation or by-laws bylaws of the SellerBackup Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Backup Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller Backup Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Backup Servicer or any of its properties.;

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party and the fulfillment of the terms of this Agreement hereof and the Basic Documents shall thereof will not conflict with, result in any breach of any of the terms and provisions of or of, nor constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate Certificate of incorporation Limited Partnership or by-laws of the SellerLimited Partnership Agreement, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it the Seller is bound, or ; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or ; nor violate any lawlaw or, to the best of the Seller's knowledge, any order, rule rule, or regulation applicable to the Seller of any court or of any federal or state State regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Subsequent Transfer Agreement and the Basic Documents and the fulfillment of the terms of this Subsequent Transfer Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation formation or by-laws the limited liability company agreement of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Basic Documents, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal Federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which it is a party and the fulfillment of the their respective terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate articles of incorporation association or by-laws bylaws of the SellerServicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Servicer is a party or by which it is bound, ; or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this AgreementAgreement and the other Basic Documents, or violate any law, order, rule or regulation applicable to the Seller Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which it is a party and the fulfillment of the their respective terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate articles of incorporation or by-laws bylaws of the SellerServicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Servicer is a party or by which it is bound, ; or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this AgreementAgreement and the other Basic Documents, or violate any law, order, rule or regulation applicable to the Seller Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Basic Documents, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal Federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not hereof do not: (i) conflict with, with or result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate articles of incorporation organization or by-laws limited liability company operating agreement of the Seller, or any indenture, agreement, mortgage, deed of trust credit agreement or other agreement or instrument to which the Seller is a party or by which it or its properties is bound, or ; (ii) result in the creation or imposition of any Lien upon any of its the Seller’s properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, other than this Agreement, instrument (except for any Lien created by the Issuer under the Basic Documents in favor of the Storm Recovery Bondholders and in accordance with Section 1231 of the Securitization Act); or (iii) violate any law, existing law or any existing order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Transaction Documents and the fulfillment of the terms of this Agreement and the Basic Transaction Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Subsequent Transfer Agreement and the Basic Documents and the fulfillment of the terms of this Subsequent Transfer Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Basic Documents, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal Federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents Related Documents, and the fulfillment of the terms of this Agreement and the Basic Documents Related Documents, shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, lapse of time or both) a default under under, the certificate articles of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, the Sale and Servicing Agreement and the Indenture, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the Basic Documents Agreement, and the fulfillment of the terms of this Agreement and the Basic Documents hereof shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time time, or both) a default under under, the certificate of incorporation or by-laws bylaws of the SellerBackup Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Backup Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller Backup Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Backup Servicer or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement, the Underwriting Agreement and the Basic other Transaction Documents to which it is a party and the fulfillment of the terms of this Agreement hereof and the Basic Documents shall thereof do not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate of incorporation or by-laws limited liability company agreement of the Seller, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Seller is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, instrument (other than this Agreement, or pursuant to the Transaction Documents); nor violate any law, law or any order, rule or regulation applicable to the Seller of any court or of any federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which it is a party and the fulfillment of the terms of this Agreement hereof and the Basic Documents shall thereof does not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate Certificate of incorporation or by-laws Formation, limited liability company agreement of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, ; or violate any lawlaw or, to the best of the Seller's knowledge, any order, rule rule, or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Related Documents and the fulfillment of the terms of this Agreement and the Basic Related Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate articles of incorporation or by-laws of the such Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the such Seller is a party or by which it is or its properties are bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the such Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the such Seller or any of its properties.

No Violation. The Upon giving effect to the release of the Lien described in Section 3.02(b)(14), the consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall hereof do not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate articles of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, instrument (other than this Agreement), or violate any law, law or any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms of this Agreement and the other Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws Limited Liability Company Agreement of the SellerPurchaser, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Purchaser is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Basic Documents, or violate any law, order, rule or regulation applicable to the Seller Purchaser of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Purchaser or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under under, the certificate of incorporation or by-laws of the Unaffiliated Seller, or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Unaffiliated Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Unaffiliated Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Unaffiliated Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic other Transaction Documents to which it is a party and the fulfillment of the terms of this Agreement hereof and the Basic Documents shall thereof does not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the Seller’s [certificate of incorporation or by-laws of the Sellerincorporation/limited liability company agreement], or any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Seller is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, other than this Agreement, ; or violate any lawlaw or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Related Documents and the fulfillment of the terms of this Agreement and the Basic Related Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a material default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.. (g)

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the related Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the related Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the related Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the related Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms of this Agreement and the other Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time time, or both) a default under under, the certificate of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust trust, or other instrument to which the Seller is a party or by which it is bound, ; or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust trust, or other instrument, other than this Agreement, Agreement and the other Basic Documents; or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Subsequent Transfer Agreement and the Basic Documents and the fulfillment of the terms of this Subsequent Transfer Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Basic Documents, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall will not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation limited liability company agreement or by-laws operating agreement of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this ------------ Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-by- laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents Documents, and the fulfillment of the terms of this Agreement and the Basic Documents shall Documents, will not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate articles of incorporation or by-laws bylaws of the SellerServicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Servicer or any of its properties.;

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party and the fulfillment of the their respective terms of this Agreement and the Basic Documents shall do not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate articles of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, instrument (other than this Agreement), or violate any lawlaw or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic other Agreement Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall hereof will not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate articles of incorporation or by-laws of the Seller, or any indenture, loan agreement, mortgage, deed of trust or other material agreement or instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien Adverse Claim upon any of its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement, or violate any law, law or any order, rule rule, or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under under, the certificate of incorporation or by-laws of the Unaffiliated Seller, or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Unaffiliated Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Unaffiliated Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Unaffiliated Seller or any of its properties.;

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents Transfer Agreement and the fulfillment of the terms of this Agreement and the Basic Documents Transfer Agreement shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under under, the certificate of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement and the Transfer Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Related Documents and the fulfillment of the terms of this Agreement and the Basic Related Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation organization or by-laws operating agreement of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its their respective properties.

No Violation. The consummation of the transactions contemplated by ------------ this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall will not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation limited liability company agreement or by-laws operating agreement of the SellerDepositor, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Depositor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Depositor or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party and the fulfillment of the terms of this Agreement hereof and the Basic Documents shall thereof will not conflict with, result in any breach of any of the terms and provisions of or of, nor constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate of incorporation Certificate Formation or by-laws of the SellerLimited Liability Company Agreement, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it the Seller is bound, or ; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or ; nor violate any lawlaw or, to the best of the Seller's knowledge, any order, rule rule, or regulation applicable to the Seller of any court or of any federal or state State regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Related Documents and the fulfillment of the terms of this Agreement and the Basic Related Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under under, the certificate articles of incorporation or by-laws bylaws of the SellerAFL, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller AFL is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement and the Sale and Servicing Agreement, or violate any law, order, rule or regulation applicable to the Seller AFL of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller AFL or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the such Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the such Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the such Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the such Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not hereof do not: (i) conflict with, with or result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate articles of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust credit agreement or other agreement or instrument to which the Seller is a party or by which it or its properties is bound, or ; (ii) result in the creation or imposition of any Lien upon any of its the Seller's properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust indenture or agreement or other instrument, other than this Agreement, ; or (iii) violate any law, existing law or any existing order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated ------------ by this Agreement and the Basic Depositor's Related Documents and the fulfillment of the terms of its obligations under this Agreement and the Basic its Related Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate under, its articles of incorporation or by-laws of the Sellerbylaws, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller it is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller it of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller it or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the [certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the Basic Documents Agreement, and the fulfillment of the terms of this Agreement and the Basic Documents shall hereof, do not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time time, or both) a default under under, the certificate of incorporation or by-laws [organizational documents] of the SellerBackup Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Backup Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller Backup Servicer of any court or of any federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Backup Servicer or any of its properties.;

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, Back to Contents agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Loan Documents and the fulfillment of the terms of this Agreement and the Basic Loan Documents shall do not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Loan Documents, or violate any law, order, rule rule, regulation, ordinance or regulation directive of any Governmental Authority applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this AgreementAgreement [and the Subsequent Transfer Agreements], or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall hereof do not conflict with, result in any breach of any of the terms and provisions of or of, nor constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate articles of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Seller is a party or by which it is shall be bound, or ; nor result in the creation or imposition of any Lien upon any of its properties (other than the lien of the Mortgage on the Seller's interest in this Agreement) pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, other than this Agreement, or ; nor violate any law, law or any order, rule or regulation applicable to the Seller of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall does not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate articles of incorporation or by-laws bylaws of the SellerOriginator, or any indenture, agreement, indenture mortgage, deed of trust or other material agreement or instrument to which the Seller Originator is a party or by which it is boundbound or any of its properties are subject, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Basic Documents, or violate any law, order, rule or regulation applicable to the Seller Originator of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Originator or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.. Back to Contents

No Violation. The execution, delivery and consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not hereof do not: (i) conflict with, with or result in any breach of any of the terms and provisions of or of, nor constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate of incorporation formation, operating agreement or by-laws other organizational documents of the Seller, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Seller is a party or by which it is bound, or ; (ii) result in the creation or imposition of any Lien upon any of its the Seller’s properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, instrument (other than this Agreement, the Back-Up Security Interest); or (iii) violate any law, existing law or any existing order, rule or regulation applicable to the Seller of any court or of any federal or state court or regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall to which the Depositor is a party will not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation limited liability company agreement or by-laws operating agreement of the SellerDepositor, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Depositor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Depositor or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement [and the related Subsequent Transfer Agreement], or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.. Table of Contents

No Violation. The execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and the Basic Documents Agreement, and the fulfillment of the terms of this Agreement and the Basic Documents shall hereof, do not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time time, or both) a default under under, the certificate of incorporation or by-laws bylaws of the SellerBackup Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Backup Servicer is a party or by which it is bound, or result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller Backup Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Backup Servicer or any of its properties.;

No Violation. The consummation of the transactions contemplated ------------ by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party and the fulfillment of the terms of this Agreement hereof and the Basic Documents shall thereof will not conflict with, result in any breach of any of the terms and provisions of or of, nor constitute (with or without notice, notice or lapse of time or both) a default under under, the certificate Certificate of incorporation Limited Partnership or by-laws of the SellerLimited Partnership Agreement, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it the Seller is bound, or ; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or ; nor violate any lawlaw or, to the best of the Seller's knowledge, any order, rule rule, or regulation applicable to the Seller of any court or of any federal or state State regulatory body, administrative agency agency, or other governmental instrumentality having jurisdiction over the Seller or any of its properties.. (f)

No Violation. The consummation of the transactions contemplated by this Agreement, the Underwriting Agreement and the Basic other Transaction Documents to which it is a party and the fulfillment of the terms of this Agreement hereof and the Basic Documents shall thereof do not conflict with, result in any breach of any of the terms and provisions of of, or constitute (with or without notice, notice or lapse of time or bothtime) a default under under, the certificate of incorporation or by-laws limited liability company agreement of the Seller, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Seller is a party or by which it is bound, or ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument, instrument (other than this Agreement, or pursuant to the Transaction Documents); nor violate any law, law or any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated by this Agreement and the Basic Transaction Documents and the fulfillment of the terms of this Agreement and the Basic Transaction Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation formation or by-laws LLC agreement of the SellerFlagship LLC, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller Flagship LLC is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreementthe Transaction Documents, or violate any law, order, rule or regulation applicable to the Seller Flagship LLC of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller Flagship LLC or any of its properties.

No Violation. The consummation of the transactions contemplated ------------ by this Agreement and the Basic Documents and the fulfillment of the terms of this Agreement and the Basic Documents shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the certificate of incorporation or by-by- laws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

No Violation. The consummation of the transactions contemplated ------------ by this Agreement and the Basic Documents Transfer Agreement and the fulfillment of the terms of this Agreement and the Basic Documents Transfer Agreement shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under under, the certificate of incorporation or by-laws bylaws of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement and the Transfer Agreement, or violate any law, order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.