Common use of Representations and Warranties of the Owner Trustee Clause in Contracts

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer and the Certificateholders, that: (a) It is a national banking association duly organized and validly existing in good standing under the laws of the United States of America. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Owner Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer and the Certificateholders, that: (a) It is a national banking association duly organized and validly existing in good standing under the laws of the United States of America. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms terns or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Owner Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer Depositor and the Certificateholders, Equity Certificateholder that: (a) It is a national New York banking association corporation duly organized and validly existing in good standing under the laws of the United States State of AmericaNew York. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this AgreementAgreement and to execute and deliver on behalf of the Trust each other Transaction Document to which the Trust is a party ("Related Documents"). (b) It has taken all corporate action necessary to authorize the execution and delivery by it of this AgreementAgreement and, on behalf of the Trust, the Related Documents, and this Agreement and each Related Document will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement the same on its behalf, and upon such execution and delivery of this Agreement, this Agreement shall constitute the legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforcement is sought in equity or at law). (c) Neither the execution nor the delivery by it of this Agreement or, on behalf of the Trust, any Related Document, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Delaware federal or Federal State law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorizedbylaws or any indenture, executed and delivered mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity creation or at law. (e) The Owner Trustee is not in default with respect to any order or decree imposition of any court lien, charge or any order, regulation encumbrance on the Trust Assets resulting from actions by or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened claims against the Owner Trustee individually which would prohibit its entering into are unrelated to this Agreement or performing its obligations under this Agreementthe other Transaction Documents.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer Sponsor and the Certificateholders, that: (a) It is a national banking association duly organized and validly existing in good standing under the laws of the United States of America. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms terns or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Owner Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s 's knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement.

Representations and Warranties of the Owner Trustee. The Owner Trustee Wilmington Trust Company hereby represents and warrants to the Sponsor, NovaStar Financial Inc., the Note Insurer Depositor and the Certificateholders, that: (a) It is a national banking association corporation, duly organized and organized, validly existing and in good standing under the laws of the United States state of AmericaDelaware. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms terns or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee Wilmington Trust Company or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee Wilmington Trust Company and constitutes a valid, legal and binding obligation of the Owner TrusteeWilmington Trust Company, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Owner Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee Wilmington Trust Company or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer Depositor and the Certificateholders, Equity Certificateholder that: (a) It is a national Delaware banking association corporation duly organized and validly existing in good standing under the laws of the United States State of AmericaDelaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this AgreementAgreement and to execute and deliver on behalf of the Trust each other Trust Agreement Transaction Document to which the Trust is a party (“Related Documents”). (b) It has taken all corporate action necessary to authorize the execution and delivery by it of this AgreementAgreement and, on behalf of the Trust, the Related Documents, and this Agreement and each Related Document will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement the same on its behalf, and upon such execution and delivery of this Agreement, this Agreement shall constitute the legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought in equity or at law). (c) Neither the execution nor the delivery by it of this Agreement or, on behalf of the Trust, any Related Document, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Delaware federal or Federal State law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorizedbylaws or any indenture, executed and delivered mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity creation or at law. (e) The Owner Trustee is not in default with respect to any order or decree imposition of any court lien, charge or any order, regulation encumbrance on the Trust Assets resulting from actions by or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened claims against the Owner Trustee individually which would prohibit its entering into are unrelated to this Agreement or performing its obligations under this Agreementthe other Trust Agreement Transaction Documents.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer and the Certificateholders, that: (a) It is a national banking association duly organized and validly existing in good standing under the laws of the United States of America. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms terns or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ ' rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Owner Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s 's knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer Depositor and the Certificateholders, that: (a) It is a national banking association duly organized and validly existing in good standing under the laws of the United States of America. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms terns or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Owner Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement. (g) As of the date of the Free Writing Prospectus and the Prospectus Supplement, as applicable, there are no legal or other proceedings involving the Owner Trustee or to the best of a Responsible Officer of the Owner Trustee’s knowledge known to be contemplated by governmental authorities against the Owner Trustee that would be material to the Noteholders. (h) There are no affiliations relating to the Owner Trustee with respect to Xxxxxxx, Xxxxx & Co., Bear, Xxxxxxx & Co. Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, UBS Securities LLC, the Sponsor, the Depositor, the Issuing Entity, the Indenture Trustee and the Swap Provider. (i) The Owner Trustee Information is true and correct and does not contain any material omissions as of the date of the Free Writing Prospectus and the Prospectus Supplement, as applicable.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer and the Certificateholders, that: (a) It is a national Delaware banking association corporation duly organized and validly existing in good standing under the laws of the United States of America. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms terns or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Owner Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement.

Representations and Warranties of the Owner Trustee. The Owner Trustee Wilmington Trust Company hereby represents and warrants to the Sponsor, the Note Insurer Depositor and the Certificateholders, that: (a) It is a national banking association corporation, duly organized and organized, validly existing and in good standing under the laws of the United States state of AmericaDelaware. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms terns or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee Wilmington Trust Company or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee Wilmington Trust Company and constitutes a valid, legal and binding obligation of the Owner TrusteeWilmington Trust Company, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Owner Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee Wilmington Trust Company or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer Depositor and the Certificateholders, that: (a) It is a national banking association duly organized and validly existing in good standing under the laws of the United States of America. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms terns or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Owner Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement. (g) As of the date of the Free Writing Prospectus and the Prospectus Supplement, as applicable, there are no legal or other proceedings involving the Owner Trustee or to the best of a Responsible Officer of the Owner Trustee’s knowledge known to be contemplated by governmental authorities against the Owner Trustee that would be material to the Noteholders. (h) There are no affiliations relating to the Owner Trustee with respect to Xxxxxx Brothers, Inc., Banc of America Securities LLC, Bear, Xxxxxxx & Co. Inc., HSBC Securities (USA) Inc., the Sponsor, the Depositor, the Issuing Entity, the Indenture Trustee and the Hedge Providers. (i) The Owner Trustee Information is true and correct and does not contain any material omissions as of the date of the Free Writing Prospectus and the Prospectus Supplement, as applicable.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents represents, warrants and warrants covenants to the SponsorServicer, the Noteholders, the Swap Counterparty, the Note Insurer and the Certificateholders, thatIndenture Trustee that as of the date of this Servicing Agreement or as of such date specifically provided herein: (a) It Capital One Auto Finance Trust 2002-C is a national banking association duly organized Delaware common law trust and validly existing in good standing under the laws of the United States of America. It Owner Trustee has all requisite full power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Servicing Agreement on its behalf.and to perform the terms and provisions hereof; (cb) Neither the execution nor the The execution, delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered performance by the Owner Trustee of this Servicing Agreement have been duly authorized by all necessary action by the Owner Trustee, do not require any approval or consent of any Person, and constitutes do not and will not conflict with or result in a validbreach which would constitute a material default under any agreement binding upon or applicable to it or such of its property which is material to it, legal or any law or governmental regulation or court decree applicable to it or such material property, and this Servicing Agreement is the legal, valid and binding obligation of the Owner Trustee, Trustee enforceable against it in accordance with its terms except as the terms hereofsame may be limited by insolvency, subject to applicable bankruptcy, insolvency, reorganization, moratorium and reorganization or other laws relating to or affecting the enforcement of creditors’ ' rights generally and to or by general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.principles; and (ec) The No litigation or administrative proceeding of or before any court, tribunal or governmental body is presently pending, or to the knowledge of the Owner Trustee is not in default with respect to any order or decree of any court or any orderthreatened, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of against the Owner Trustee or its properties or might have consequences that would materially with respect to this Servicing Agreement, which, if adversely affect its performance hereunder. (f) No litigation is pending ordetermined would, to in the best opinion of the Owner Trustee’s knowledge, threatened against have a material adverse effect on the Owner Trustee which would prohibit its entering into transactions contemplated by this Agreement or performing its obligations under this Servicing Agreement.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer Depositor and the Certificateholders, that: (a) It is a national banking association duly organized and validly existing in good standing under the laws of the United States of America. It has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms terns or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered by the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The Owner Trustee is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreement. (g) As of the date of the Free Writing Prospectus and the Prospectus Supplement, as applicable, there are no legal or other proceedings involving the Owner Trustee or to the best of a Responsible Officer of the Owner Trustee’s knowledge known to be contemplated by governmental authorities against the Owner Trustee that would be material to the Noteholders. (h) There are no affiliations relating to the Owner Trustee with respect to Xxxxxx Xxxxxxx & Co. Incorporated, Credit Suisse Securities (USA) LLC, Xxxxxxx, Sachs & Co., Xxxxxx Brothers Inc., the Sponsor, the Depositor, the Issuing Entity, the Indenture Trustee and the Swap Provider. (i) The Owner Trustee Information is true and correct and does not contain any material omissions as of the date of the Free Writing Prospectus and the Prospectus Supplement, as applicable.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents represents, warrants and warrants covenants to the SponsorServicer, the Noteholders, the Swap Counterparty, the Note Insurer and the Certificateholders, thatIndenture Trustee that as of the date of this Servicing Agreement or as of such date specifically provided herein: (a) It Capital One Auto Finance Trust 2002-B is a national banking association duly organized Delaware common law trust and validly existing in good standing under the laws of the United States of America. It Owner Trustee has all requisite full power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Servicing Agreement on its behalf.and to perform the terms and provisions hereof; (cb) Neither the execution nor the The execution, delivery by it of this Agreement nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorized, executed and delivered performance by the Owner Trustee of this Servicing Agreement have been duly authorized by all necessary action by the Owner Trustee, do not require any approval or consent of any Person, and constitutes do not and will not conflict with or result in a validbreach which would constitute a material default under any agreement binding upon or applicable to it or such of its property which is material to it, legal or any law or governmental regulation or court decree applicable to it or such material property, and this Servicing Agreement is the legal, valid and binding obligation of the Owner Trustee, Trustee enforceable against it in accordance with its terms except as the terms hereofsame may be limited by insolvency, subject to applicable bankruptcy, insolvency, reorganization, moratorium and reorganization or other laws relating to or affecting the enforcement of creditors’ ' rights generally and to or by general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.principles; and (ec) The No litigation or administrative proceeding of or before any court, tribunal or governmental body is presently pending, or to the knowledge of the Owner Trustee is not in default with respect to any order or decree of any court or any orderthreatened, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of against the Owner Trustee or its properties or might have consequences that would materially with respect to this Servicing Agreement, which, if adversely affect its performance hereunder. (f) No litigation is pending ordetermined would, to in the best opinion of the Owner Trustee’s knowledge, threatened against have a material adverse effect on the Owner Trustee which would prohibit its entering into transactions contemplated by this Agreement or performing its obligations under this Servicing Agreement.

Representations and Warranties of the Owner Trustee. The Owner Trustee Wilmington Trust Company, in its individual capacity, hereby represents and warrants to the SponsorDepositor, for the Note Insurer and benefit of the CertificateholdersCertificateholder, that: (a) It is a national banking association corporation duly organized and validly existing in good standing under the laws of the United States State of AmericaDelaware and having an office within the State of Delaware. It has all requisite power corporate power, authority and authority legal right to execute, deliver and perform its obligations under this Agreement. (b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware or Federal law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment judgment, writ, decree or order binding on applicable to it, or constitute any default under its charter documents or by-lawslaws or, with or without notice or lapse of time, any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound. (d) The execution, delivery and performance by Wilmington Trust Company of this Agreement does not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware or the United States of America regulating the corporate trust activities of Wilmington Trust Company. (e) This Agreement has been duly authorized, executed and delivered by Wilmington Trust Company and shall constitute the Owner Trustee and constitutes a legal, valid, legal and binding obligation agreement of the Owner TrusteeWilmington Trust Company, enforceable against it in accordance with the terms hereofits terms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization and other laws affecting the enforcement rights of creditors’ rights generally creditors generally, and to by general principles of equity, equity regardless of whether such enforcement is considered in pursuant to a proceeding in equity or at law. (ef) The Owner Trustee is not in default It will comply with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations all of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (frequirements of Section 3807(a) No litigation is pending or, of the Statutory Trust Act relating to the best qualification of the Owner Trustee’s knowledge, threatened against the Owner Trustee which would prohibit its entering into this Agreement or performing its obligations under this Agreementa trustee for a Delaware statutory trust.

Representations and Warranties of the Owner Trustee. The Owner Trustee hereby represents and warrants to the Sponsor, the Note Insurer Depositor and the Certificateholders, Equity Certificateholder that: (a) It is a national banking association duly organized and validly existing in good standing under the laws of the United States of AmericaStates. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this AgreementAgreement and to execute and deliver on behalf of the Trust each other Trust Agreement Transaction Document to which the Trust is a party (“Related Documents”). (b) It has taken all corporate action necessary to authorize the execution and delivery by it of this AgreementAgreement and, on behalf of the Trust, the Related Documents, and this Agreement and each Related Document will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement the same on its behalf, and upon such execution and delivery of this Agreement, this Agreement shall constitute the legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought in equity or at law). (c) Neither the execution nor the delivery by it of this Agreement or, on behalf of the Trust, any Related Document, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any Delaware federal or Federal State law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or by-laws. (d) This Agreement has been duly authorizedbylaws or any indenture, executed and delivered mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the Owner Trustee and constitutes a valid, legal and binding obligation of the Owner Trustee, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity creation or at law. (e) The Owner Trustee is not in default with respect to any order or decree imposition of any court lien, charge or any order, regulation encumbrance on the Trust Assets resulting from actions by or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Owner Trustee or its properties or might have consequences that would materially adversely affect its performance hereunder. (f) No litigation is pending or, to the best of the Owner Trustee’s knowledge, threatened claims against the Owner Trustee individually which would prohibit its entering into are unrelated to this Agreement or performing its obligations under this Agreementthe other Trust Agreement Transaction Documents.