Common use of The Company’s Representations and Warranties Clause in Contracts

The Company’s Representations and Warranties. The Company represents and warrants to the Trustee and the related Trust, as of the date of a Pooling and Servicing Agreement and as of the related Closing Date, as follows: (a) The Company has been duly organized and is validly existing as a corporation under the laws of the State of Vermont, with full power and authority to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Pooling and Servicing Agreement, and has duly qualified to do business under the laws of each jurisdiction wherein it conducts any material business or in which the performance of its duties under the Pooling and Servicing Agreement would require such qualification. (b) The Company has all requisite power and authority to own its properties and to conduct any and all business required or contemplated by the Pooling and Servicing Agreement to be conducted by the Company and to perform the covenants and obligations to be performed by it hereunder; the execution and delivery by the Company of the Pooling and Servicing Agreement are within the power of the Company and have been duly authorized by all necessary action on the part of the Company; and neither the execution and delivery of the Pooling and Servicing Agreement by the Company, nor the consummation by the Company of the transactions herein contemplated, nor compliance with the provisions hereof by the Company, will (1) conflict with or result in a breach of, or will constitute a default under, any of the provisions of the articles of incorporation or bylaws of the Company or any law, governmental rule or regulation, or any judgment, decree or order binding on the Company or its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which the Company is a party or by which it is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument. (c) The Pooling and Servicing Agreement and all other documents and instruments required or contemplated hereby to be executed or delivered by the Company under the Pooling and Servicing Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by all other parties thereto, constitute legal, valid and binding agreements enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity. (d) No consent, approval, order or authorization of, or registration, qualification or declaration with, any state, federal or other governmental authority by the Company is required in connection with the authorization, execution or delivery of the Pooling and Servicing Agreement or the performance by the Company of the covenants and obligations to be performed by it hereunder. (e) As of the Closing Date, no Proceedings are pending or, to the best of the Company's knowledge, threatened against the Company that would prohibit its entering into the Pooling and Servicing Agreement or performing its obligations under the Pooling and Servicing Agreement, including assisting in the issuance of the Certificates. (f) The Company has obtained or made all necessary consents, approvals, waivers and notifications of stockholders, creditors, lessors and other nongovernmental persons, in each case, in connection with the execution and delivery of the Pooling and Servicing Agreement, and the consummation of all the transactions herein contemplated. (g) The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations under the Pooling and Servicing Agreement. Upon discovery by any of the Company, the Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants that materially and adversely affects the interest of the Certificateholders in any underlying Asset, the party discovering such breach shall give prompt written notice thereof (but in no event later than two Business Days following such discovery) to the other parties hereto.

The Company’s Representations and Warranties. The Company represents and warrants to the Trustee and the related TrustTrustee, as of the date of a Pooling and Servicing Agreement and as of the related Closing Date, as follows: (a) The Company has been duly organized and is validly existing as a corporation under the laws of the State of Vermont, with full power and authority to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Pooling and Servicing Agreement, and has duly qualified to do business under the laws of each jurisdiction wherein it conducts any material business or in which the performance of its duties under the Pooling and Servicing Agreement would require such qualification. (b) The Company has all requisite power and authority to own its properties and to conduct any and all business required or contemplated by the Pooling and Servicing Agreement to be conducted by the Company and to perform the covenants and obligations to be performed by it hereunder; the execution and delivery by the Company of the Pooling and Servicing Agreement are within the power of the Company and have been duly authorized by all necessary action on the part of the Company; and neither the execution and delivery of the Pooling and Servicing Agreement by the Company, nor the consummation by the Company of the transactions herein contemplated, nor compliance with the provisions hereof by the Company, will (1) conflict with or result in a breach of, or will constitute a default under, any of the provisions of the articles of incorporation or bylaws of the Company or any law, governmental rule or regulation, or any judgment, decree or order binding on the Company or its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which the Company is a party or by which it is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument.it (c) The Pooling and Servicing Agreement and all other documents and instruments required or contemplated hereby to be executed or delivered by the Company under the Pooling and Servicing Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by all other parties thereto, constitute legal, valid and binding agreements enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity. (d) No consent, approval, order or authorization of, or registration, qualification or declaration with, any state, federal or other governmental authority by the Company is required in connection with the authorization, execution or delivery of the Pooling and Servicing Agreement or the performance by the Company of the covenants and obligations to be performed by it hereunder. (e) As of the Closing Date, no Proceedings are pending or, to the best of the Company's knowledge, threatened against the Company that would prohibit its entering into the Pooling and Servicing Agreement or performing its obligations under the Pooling and Servicing Agreement, including assisting in the issuance of the Certificates. (f) The Company has obtained or made all necessary consents, approvals, waivers and notifications of stockholders, creditors, lessors and other nongovernmental persons, in each case, in connection with the execution and delivery of the Pooling and Servicing Agreement, and the consummation of all the transactions herein contemplated. (g) The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations under the Pooling and Servicing Agreement. Upon discovery by any of the Company, the Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants that materially and adversely affects the interest of the Certificateholders in any underlying Asset, the party discovering such breach shall give prompt written notice thereof (but in no event later than two Business Days following such discovery) to the other parties hereto.give

The Company’s Representations and Warranties. The Company represents and warrants to the Trustee and the related Trust, as of the date of a Pooling and Servicing Agreement and as of the related Closing Date, as follows: (a) The Company has been duly organized and is validly existing as a corporation under the laws of the State of Vermont, with full power and authority to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Pooling and Servicing Agreement, and has duly qualified to do business under the laws of each jurisdiction wherein it conducts any material business or in which the performance of its duties under the Pooling and Servicing Agreement would require such qualification.jurisdiction (b) The Company has all requisite power and authority to own its properties and to conduct any and all business required or contemplated by the Pooling and Servicing Agreement to be conducted by the Company and to perform the covenants and obligations to be performed by it hereunder; the execution and delivery by the Company of the Pooling and Servicing Agreement are within the power of the Company and have been duly authorized by all necessary action on the part of the Company; and neither the execution and delivery of the Pooling and Servicing Agreement by the Company, nor the consummation by the Company of the transactions herein contemplated, nor compliance with the provisions hereof by the Company, will (1) conflict with or result in a breach of, or will constitute a default under, any of the provisions of the articles of incorporation or bylaws of the Company or any law, governmental rule or regulation, or any judgment, decree or order binding on the Company or its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which the Company is a party or by which it is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument. (c) The Pooling and Servicing Agreement and all other documents and instruments required or contemplated hereby to be executed or delivered by the Company under the Pooling and Servicing Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by all other parties thereto, constitute legal, valid and binding agreements enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity. (d) No consent, approval, order or authorization of, or registration, qualification or declaration with, any state, federal or other governmental authority by the Company is required in connection with the authorization, execution or delivery of the Pooling and Servicing Agreement or the performance by the Company of the covenants and obligations to be performed by it hereunder. (e) As of the Closing Date, no Proceedings are pending or, to the best of the Company's knowledge, threatened against the Company that would prohibit its entering into the Pooling and Servicing Agreement or performing its obligations under the Pooling and Servicing Agreement, including assisting in the issuance of the Certificates. (f) The Company has obtained or made all necessary consents, approvals, waivers and notifications of stockholders, creditors, lessors and other nongovernmental persons, in each case, in connection with the execution and delivery of the Pooling and Servicing Agreement, and the consummation of all the transactions herein contemplated. (g) The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations under the Pooling and Servicing Agreement. Upon discovery by any of the Company, the Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants that materially and adversely affects the interest of the Certificateholders in any underlying Asset, the party discovering such breach shall give prompt written notice thereof (but in no event later than two Business Days following such discovery) to the other parties hereto.

The Company’s Representations and Warranties. The Company represents and warrants to the Trustee and the related Trust, as of the date of a Pooling and Servicing Agreement and as of the related Closing Date, as follows: (a) The Company has been duly organized and is validly existing as a corporation under the laws of the State of Vermont, with full power and authority to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Pooling and Servicing Agreement, and has duly qualified to do business under the laws of each jurisdiction wherein it conducts any material business or in which the performance of its duties under the Pooling and Servicing Agreement would require such qualification. (b) The Company has all requisite power and authority to own its properties and to conduct any and all business required or contemplated by the Pooling and Servicing Agreement to be conducted by the Company and to perform the covenants and obligations to be performed by it hereunder; the execution and delivery by the Company of the Pooling and Servicing Agreement are within the power of the Company and have been duly authorized by all necessary action on the part of the Company; and neither the execution and delivery of the Pooling and Servicing Agreement by the Company, nor the consummation by the Company of the transactions herein contemplated, nor compliance with the provisions hereof by the Company, will (1) conflict with or result in a breach of, or will constitute a default under, any of the provisions of the articles of incorporation or bylaws of the Company or any law, governmental rule or regulation, or any judgment, decree or order binding on the Company or its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which the Company is a party or by which it is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument. (c) The Pooling and Servicing Agreement and all other documents and instruments required or contemplated hereby to be executed or delivered by the Company under the Pooling and Servicing Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by all other parties thereto, constitute legal, valid and binding agreements enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity., (d) No consent, approval, order or authorization of, or registration, qualification or declaration with, any state, federal or other governmental authority by the Company is required in connection with the authorization, execution or delivery of the Pooling and Servicing Agreement or the performance by the Company of the covenants and obligations to be performed by it hereunder. (e) As of the Closing Date, no Proceedings are pending or, to the best of the Company's knowledge, threatened against the Company that would prohibit its entering into the Pooling and Servicing Agreement or performing its obligations under the Pooling and Servicing Agreement, including assisting in the issuance of the Certificates. (f) The Company has obtained or made all necessary consents, approvals, waivers and notifications of stockholders, creditors, lessors and other nongovernmental persons, in each case, in connection with the execution and delivery of the Pooling and Servicing Agreement, and the consummation of all the transactions herein contemplated. (g) The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations under the Pooling and Servicing Agreement. Upon discovery by any of the Company, the Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants that materially and adversely affects the interest of the Certificateholders in any underlying Asset, the party discovering such breach shall give prompt written notice thereof (but in no event later than two Business Days following such discovery) to the other parties hereto.

The Company’s Representations and Warranties. The Company represents and warrants to the Trustee and the related TrustTrustee, as of the date of a Pooling and Servicing Agreement and as of the related Closing Date, as follows: (a) The Company has been duly organized and is validly existing as a corporation limited liability company under the laws of the State of VermontNorth Carolina, with full power and authority to own its properties and conduct its business as now conducted by it and to enter into and perform its obligations under the Pooling and Servicing Agreement, and has duly qualified to do business under the laws of each jurisdiction wherein it conducts any material business or in which the performance of its duties under the Pooling and Servicing Agreement would require such qualification. (b) The Company has all requisite power and authority to own its properties and to conduct any and all business required or contemplated by the Pooling and Servicing Agreement to be conducted by the Company and to perform the covenants and obligations to be performed by it hereunder; the execution and delivery by the Company of the Pooling and Servicing Agreement are within the power of the Company and have been duly authorized by all necessary action on the part of the Company; and neither the execution and delivery of the Pooling and Servicing Agreement by the Company, nor the consummation by the Company of the transactions herein contemplated, nor compliance with the provisions hereof by the Company, will (1) conflict with or result in a breach of, or will constitute a default under, any of the provisions of the articles of incorporation organization or bylaws operating agreement of the Company or any law, governmental rule or regulation, or any judgment, decree or order binding on the Company or its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which the Company is a party or by which it is bound or (2) result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument. (c) The Pooling and Servicing Agreement and all other documents and instruments required or contemplated hereby to be executed or delivered by the Company under the Pooling and Servicing Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by all other parties thereto, constitute legal, valid and binding agreements enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency or other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity. (d) No consent, approval, order or authorization of, or registration, qualification or declaration with, any state, federal or other governmental authority by the Company is required in connection with the authorization, execution or delivery of the Pooling and Servicing Agreement or the performance by the Company of the covenants and obligations to be performed by it hereunder. (e) As of the Closing Date, no Proceedings are pending or, to the best of the Company's knowledge, threatened against the Company that would prohibit its entering into the Pooling and Servicing Agreement or performing its obligations under the Pooling and Servicing Agreement, including assisting in the issuance of the Certificates. (f) The Company has obtained or made all necessary consents, approvals, waivers and notifications of stockholders, creditors, lessors and other nongovernmental persons, in each case, in connection with the execution and delivery of the Pooling and Servicing Agreement, and the consummation of all the transactions herein contemplated. (g) The Company does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations under the Pooling and Servicing Agreement. Upon discovery by any of the Company, the Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants that materially and adversely affects the interest of the Certificateholders in any underlying Asset, the party discovering such breach shall give prompt written notice thereof (but in no event later than two Business Days following such discovery) to the other parties hereto.