Common use of REPRESENTATIONS AND WARRANTIES CONCERNING Clause in Contracts

REPRESENTATIONS AND WARRANTIES CONCERNING. the Transaction Except as set forth in the Green Plains Disclosure Schedule, Green Plains and Merger Sub represent and warrant to VBV as follows: (a) Authorization of Transaction Each of Green Plains and Merger Sub has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of Green Plains and Merger Sub, enforceable in accordance with its terms and conditions. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by each of Green Plains and Merger Sub. The Directors of Green Plains have resolved to recommend that the shareholders of Green Plains approve and adopt this Agreement and the Merger, and have directed that such matters be submitted to the shareholders of Green Plains at a duly call meeting thereof. (b) Shareholder Vote to Approve Transaction A number of votes cast to approve this Agreement and the Merger that exceed the number of votes cast opposing such matters at a duly convened meeting of the shareholders of Green Plains at which a quorum is present is the only Green Plains Shareholder Approval necessary to approve this Agreement and the Merger. (c) Non-contravention Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Entity to which Green Plains or Merger Sub is subject or any provision of the charter or bylaws of Green Plains or Merger Sub or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Green Plains or Merger Sub is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not have a Material Adverse Effect. Neither Green Plains nor Merger Sub need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect. (d) State Takeover Statutes No state takeover or similar statute or regulation is applicable to this Agreement or the transactions contemplated hereby. There are no statutory or contractual “dissenters” or “appraisal” rights available to holders of Green Plains Common Stock in connection with the transactions contemplated by this Agreement or the VBV Subsidiary Mergers. (e) Brokers’ Fees Neither Green Plains nor Merger Sub has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES CONCERNING. the Transaction Except Master Servicer and Securities Administrator. ▇▇▇▇▇ Fargo Bank, Bank, National Association, in its capacity as set forth in Master Servicer and Securities Administrator hereby represents and warrants to the Green Plains Disclosure ScheduleSeller, Green Plains the Depositor and Merger Sub represent and warrant to VBV the Trustee as follows, as of the Closing Date: (ai) Authorization It is a national banking association duly formed, validly existing and in good standing under the laws of Transaction Each the United States of Green Plains America and Merger Sub is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer and the Securities Administrator, to the extent necessary to ensure its ability to master service the Mortgage Loans in accordance with the terms of this Agreement and to perform any of its other obligations under this Agreement in accordance with the terms hereof; (ii) It has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by this Agreement and to perform has duly authorized by all necessary corporate action on its obligations hereunder. This Agreement part the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes the its legal, valid and legally binding obligation of each of Green Plains and Merger Subobligation, enforceable against it in accordance with its terms terms, except that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and conditions. other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The execution, delivery, execution and performance delivery of this Agreement and all other agreements contemplated hereby have been duly authorized by each of Green Plains and Merger Sub. The Directors of Green Plains have resolved to recommend that the shareholders of Green Plains approve and adopt this Agreement and the Mergerit, and have directed that such matters be submitted to the shareholders of Green Plains at a duly call meeting thereof. (b) Shareholder Vote to Approve Transaction A number of votes cast to approve this Agreement and the Merger that exceed the number of votes cast opposing such matters at a duly convened meeting of the shareholders of Green Plains at which a quorum is present is the only Green Plains Shareholder Approval necessary to approve this Agreement and the Merger. (c) Non-contravention Neither the execution and the delivery of this Agreement, nor the consummation of any other of the transactions contemplated herebyby this Agreement, and the fulfillment of or compliance with the terms hereof are in its ordinary course of business and will not (iA) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction result in a material breach of any Governmental Entity to which Green Plains term or Merger Sub is subject or any provision of the its charter or bylaws of Green Plains or Merger Sub by-laws or (iiB) materially conflict with, result in a breach material breach, violation or acceleration of, constitute or result in a material default under, result in the acceleration of, create in terms of any party the right to accelerate, terminate, modify, other material agreement or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Green Plains or Merger Sub it is a party or by which it may be bound, or (C) constitute a material violation of any statute, order or regulation applicable to it of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; and it is bound not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair its ability to which perform or meet any of its assets obligations under this Agreement. (iv) No litigation is subject (pending or, to the best of its knowledge, threatened, against it that would materially and adversely affect the execution, delivery or result in the imposition enforceability of any Lien upon this Agreement or its ability to perform any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Lien would not have a Material Adverse Effect. Neither Green Plains nor Merger Sub need give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect. (d) State Takeover Statutes No state takeover or similar statute or regulation is applicable to other obligations under this Agreement or the transactions contemplated hereby. There are no statutory or contractual “dissenters” or “appraisal” rights available to holders of Green Plains Common Stock in connection accordance with the transactions contemplated by this Agreement or the VBV Subsidiary Mergersterms hereof. (e) Brokers’ Fees Neither Green Plains nor Merger Sub has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.