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(e) No Violation . The consummation of the transactions contemplated by this Agreement and the other Transaction
Documents to which it is a party and the performance by it of the terms hereof and thereof will not (i) violate or result in a default
under (A) its certificate of incorporation or by-laws or (B) in the context of the transactions contemplated by this Agreement and the
other Transaction Documents applicable to it, any material indenture, agreement or instrument binding on it, (ii) result in the creation
or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or instrument except for
any Lien arising pursuant to the Transaction Documents or that could not reasonably be expected to have a Material Adverse Effect,
or (iii) violate in any material respect any Law applicable to it or any of its properties.
(f) No Proceedings . There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to its actual knowledge, threatened against it (i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect or (ii) relating to the consummation of the purposes of this Agreement or of any of the other Transaction
Documents to which it is a party except as set forth on Schedule 8 of the Servicing Agreement.
(g) Governmental Approvals . No authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority is required for the due execution, delivery and performance by it of this Agreement or the other Transaction
Documents to which it is a party or the transactions contemplated hereby or thereby except for filings with the Securities and
Exchange Commission (the “ SEC ”) to the extent required by Law.
(h) Financial Condition . All financial statements of Performance Support Provider and its consolidated Subsidiaries
(including the notes thereto) delivered to Performance Beneficiary pursuant to Section 4 present fairly, in all material respects, the
actual financial position and results of operations and cash flows of Performance Support Provider and its consolidated Subsidiaries
as of the dates and for the periods presented or provided, in each case, in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes in the case of all interim balance sheets of Performance Support Provider. Since March 31,
2015, there has been no material adverse change in the business, assets, operations or financial condition of Performance Support
Provider and its Subsidiaries, taken as a whole.
(i) Accurate Reports . None of the reports, financial statements, certificates or other information (other than forward-
looking statements, projections and statements of a general industry nature, as to which it represents only that it acted in good faith
and utilized assumptions reasonable at the time made and due care in the preparation of such statement or projection) furnished or to
be furnished by or on behalf of it (excluding information received from Customers) in writing (including, without limitation, by
electronic delivery) to Performance Beneficiary in connection with this Agreement or any other Transaction Document or any
amendment hereto or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) taken
together with any information contained in the public filings made by Performance Support Provider with the SEC pursuant to the
1934 Act contains any
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