Common use of Representations and Warranties of the Titling Trustees Clause in Contracts

Representations and Warranties of the Titling Trustees. Each Titling Trustee (as to itself) hereby makes the following representations and warranties as of the date hereof: (a) The General Interest Trustee and the Series 2003-B Portfolio Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; the eligibility requirements set forth in Section 5.11 of the Titling Trust Agreement are satisfied with respect to it. The Delaware Trustee is a corporation validly existing and in good standing under the laws of its jurisdiction of organization. (b) It has full power, authority and legal right to execute, deliver and perform its obligations under the Titling Trust Agreement and this Series 2003-B Portfolio Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of the Titling Trust Agreement and this Series 2003-B Portfolio Supplement. (c) The execution, delivery and performance by it of the Titling Trust Agreement and this Series 2003-B Portfolio Supplement (i) shall not violate any provision of any law or regulation governing the banking, trust or corporate powers (as appropriate) of such Titling Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to such Titling Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of such Titling Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Titling Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on such Titling Trustee's performance or ability to perform its duties as trustee under the Titling Trust Agreement or this Series 2003-B Portfolio Supplement or on the transactions contemplated in the Titling Trust Agreement and this Series 2003-B Portfolio Supplement. (d) The execution, delivery and performance by such Titling Trustee of the Titling Trust Agreement and this Series 2003-B Portfolio Supplement shall 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 regulating the corporate trust activities of Titling Trustee. (e) The Titling Trust Agreement and this Series 2003-B Portfolio Supplement have been duly executed and delivered by such Titling Trustee and constitutes the legal, valid and binding agreements of such Titling Trustee, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) The office where such Titling Trustee keeps its records concerning the transactions contemplated hereby is located at: (i) in the case of the General Interest Trustee and the Series 2003-B Portfolio Trustee, the Corporate Trust Office, and (ii) in the case of the Delaware Trustee, the Delaware Office (as defined in the Titling Trust Agreement).

Representations and Warranties of the Titling Trustees. Each Titling Trustee (as to itself) hereby makes the following representations and warranties as of the date hereof: (a) The General Interest Trustee and the Series 20032004-B A Portfolio Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; the eligibility requirements set forth in Section 5.11 of the Titling Trust Agreement are satisfied with respect to it. The Delaware Trustee is a corporation validly existing and in good standing under the laws of its jurisdiction of organization. (b) It has full power, authority and legal right to execute, deliver and perform its obligations under the Titling Trust Agreement and this Series 20032004-B A Portfolio Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of the Titling Trust Agreement and this Series 20032004-B A Portfolio Supplement. (c) The execution, delivery and performance by it of the Titling Trust Agreement and this Series 20032004-B A Portfolio Supplement (i) shall not violate any provision of any law or regulation governing the banking, trust or corporate powers (as appropriate) of such Titling Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to such Titling Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of such Titling Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Titling Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on such Titling Trustee's ’s performance or ability to perform its duties as trustee under the Titling Trust Agreement or this Series 20032004-B A Portfolio Supplement or on the transactions contemplated in the Titling Trust Agreement and this Series 20032004-B A Portfolio Supplement. (d) The execution, delivery and performance by such Titling Trustee of the Titling Trust Agreement and this Series 20032004-B A Portfolio Supplement shall 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 regulating the corporate trust activities of Titling Trustee. (e) The Titling Trust Agreement and this Series 20032004-B A Portfolio Supplement have been duly executed and delivered by such Titling Trustee and constitutes the legal, valid and binding agreements of such Titling Trustee, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' ’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) The office where such Titling Trustee keeps its records concerning the transactions contemplated hereby is located at: (i) in the case of the General Interest Trustee and the Series 20032004-B A Portfolio Trustee, the Corporate Trust Office, and (ii) in the case of the Delaware Trustee, the Delaware Office (as defined in the Titling Trust Agreement).

Representations and Warranties of the Titling Trustees. Each ------------------------------------------------------ Titling Trustee (as to itself) hereby makes the following representations and warranties as of the date hereof: (a) The General Interest Trustee and the Series 2003-B Portfolio Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; the eligibility requirements set forth in Section 5.11 of the Titling Trust Agreement are satisfied with respect to it. The Delaware Trustee is a corporation validly existing and in good standing under the laws of its jurisdiction of organization. (b) It has full power, authority and legal right to execute, deliver and perform its obligations under the Titling Trust Agreement and this Series 2003-B 200_ Portfolio Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of the Titling Trust Agreement and this Series 2003-B 200 Portfolio Supplement.. - (c) The execution, delivery and performance by it of the Titling Trust Agreement and this Series 2003-B 200 Portfolio Supplement (i) shall not violate any - provision of any law or regulation governing the banking, trust or corporate powers (as appropriate) of such Titling Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to such Titling Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of such Titling Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Titling Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on such Titling Trustee's performance or ability to perform its duties as trustee under the Titling Trust Agreement or this Series 2003-B 200 Portfolio Supplement or on the transactions contemplated in the Titling - Trust Agreement and this Series 2003-B 200 Portfolio Supplement.. - (d) The execution, delivery and performance by such Titling Trustee of the Titling Trust Agreement and this Series 2003-B 200 Portfolio Supplement shall 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 regulating the corporate trust activities of Titling Trustee. (e) The Titling Trust Agreement and this Series 2003-B 200 Portfolio Supplement - have been duly executed and delivered by such Titling Trustee and constitutes the legal, valid and binding agreements of such Titling Trustee, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) The office where such Titling Trustee keeps its records concerning the transactions contemplated hereby is located at: (i) in the case of the General Interest Trustee and the Series 2003-B 200 Portfolio Trustee, the Corporate Trust - Office, and (ii) in the case of the Delaware Trustee, the Delaware Office (as defined in the Titling Trust Agreement).

Representations and Warranties of the Titling Trustees. Each Titling Trustee (as to itself) hereby makes the following representations and warranties as of the date hereof: (a) The General Interest Trustee and the Series 20032005-B A Portfolio Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; the eligibility requirements set forth in Section 5.11 of the Titling Trust Agreement are satisfied with respect to it. The Delaware Trustee is a corporation validly existing and in good standing under the laws of its jurisdiction of organization. (b) It has full power, authority and legal right to execute, deliver and perform its obligations under the Titling Trust Agreement and this Series 20032005-B A Portfolio Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of the Titling Trust Agreement and this Series 20032005-B A Portfolio Supplement. (c) The execution, delivery and performance by it of the Titling Trust Agreement and this Series 20032005-B A Portfolio Supplement (i) shall not violate any provision of any law or regulation governing the banking, trust or corporate powers (as appropriate) of such Titling Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to such Titling Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of such Titling Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Titling Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on such Titling Trustee's ’s performance or ability to perform its duties as trustee under the Titling Trust Agreement or this Series 20032005-B A Portfolio Supplement or on the transactions contemplated in the Titling Trust Agreement and this Series 20032005-B A Portfolio Supplement. (d) The execution, delivery and performance by such Titling Trustee of the Titling Trust Agreement and this Series 20032005-B A Portfolio Supplement shall 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 regulating the corporate trust activities of Titling Trustee. (e) The Titling Trust Agreement and this Series 20032005-B A Portfolio Supplement have been duly executed and delivered by such Titling Trustee and constitutes the legal, valid and binding agreements of such Titling Trustee, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' ’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) The office where such Titling Trustee keeps its records concerning the transactions contemplated hereby is located at: (i) in the case of the General Interest Trustee and the Series 20032005-B A Portfolio Trustee, the Corporate Trust Office, and (ii) in the case of the Delaware Trustee, the Delaware Office (as defined in the Titling Trust Agreement).

Representations and Warranties of the Titling Trustees. Each Titling Trustee (as to itself) hereby makes the following representations and warranties as of the date hereof: (a) The General Interest Trustee and the Series 2003-B A Portfolio Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; the eligibility requirements set forth in Section 5.11 of the Titling Trust Agreement are satisfied with respect to it. The Delaware Trustee is a corporation validly existing and in good standing under the laws of its jurisdiction of organization. (b) It has full power, authority and legal right to execute, deliver and perform its obligations under the Titling Trust Agreement and this Series 2003-B A Portfolio Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of the Titling Trust Agreement and this Series 2003-B A Portfolio Supplement. (c) The execution, delivery and performance by it of the Titling Trust Agreement and this Series 2003-B A Portfolio Supplement (i) shall not violate any provision of any law or regulation governing the banking, trust or corporate powers (as appropriate) of such Titling Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to such Titling Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of such Titling Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Titling Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on such Titling Trustee's performance or ability to perform its duties as trustee under the Titling Trust Agreement or this Series 2003-B A Portfolio Supplement or on the transactions contemplated in the Titling Trust Agreement and this Series 2003-B A Portfolio Supplement. (d) The execution, delivery and performance by such Titling Trustee of the Titling Trust Agreement and this Series 2003-B A Portfolio Supplement shall 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 regulating the corporate trust activities of Titling Trustee. (e) The Titling Trust Agreement and this Series 2003-B A Portfolio Supplement have been duly executed and delivered by such Titling Trustee and constitutes the legal, valid and binding agreements of such Titling Trustee, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) The office where such Titling Trustee keeps its records concerning the transactions contemplated hereby is located at: (i) in the case of the General Interest Trustee and the Series 2003-B A Portfolio Trustee, the Corporate Trust Office, and (ii) in the case of the Delaware Trustee, the Delaware Office (as defined in the Titling Trust Agreement).

Representations and Warranties of the Titling Trustees. Each Titling Trustee (as to itself) hereby makes the following representations and warranties as of the date hereof: (a) The General Interest Trustee and the Series 20032002-B Portfolio Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; the eligibility requirements set forth in Section 5.11 of the Titling Trust Agreement are satisfied with respect to it. The Delaware Trustee is a corporation validly existing and in good standing under the laws of its jurisdiction of organization. (b) It has full power, authority and legal right to execute, deliver and perform its obligations under the Titling Trust Agreement and this Series 20032002-B Portfolio Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of the Titling Trust Agreement and this Series 20032002-B Portfolio Supplement. (c) The execution, delivery and performance by it of the Titling Trust Agreement and this Series 20032002-B Portfolio Supplement (i) shall not violate any provision of any law or regulation governing the banking, trust or corporate powers (as appropriate) of such Titling Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to such Titling Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of such Titling Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Titling Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on such Titling Trustee's performance or ability to perform its duties as trustee under the Titling Trust Agreement or this Series 20032002-B Portfolio Supplement or on the transactions contemplated in the Titling Trust Agreement and this Series 20032002-B Portfolio Supplement. (d) The execution, delivery and performance by such Titling Trustee of the Titling Trust Agreement and this Series 20032002-B Portfolio Supplement shall 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 regulating the corporate trust activities of Titling Trustee. (e) The Titling Trust Agreement and this Series 20032002-B Portfolio Supplement have been duly executed and delivered by such Titling Trustee and constitutes the legal, valid and binding agreements of such Titling Trustee, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) The office where such Titling Trustee keeps its records concerning the transactions contemplated hereby is located at: (i) in the case of the General Interest Trustee and the Series 20032002-B Portfolio Trustee, the Corporate Trust Office, and (ii) in the case of the Delaware Trustee, the Delaware Office (as defined in the Titling Trust Agreement).

Representations and Warranties of the Titling Trustees. Each Titling Trustee (as to itself) hereby makes the following representations and warranties as of the date hereof: (a) The General Interest Trustee and the Series 20032004-B Portfolio Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; the eligibility requirements set forth in Section 5.11 of the Titling Trust Agreement are satisfied with respect to it. The Delaware Trustee is a corporation validly existing and in good standing under the laws of its jurisdiction of organization. (b) It has full power, authority and legal right to execute, deliver and perform its obligations under the Titling Trust Agreement and this Series 20032004-B Portfolio Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of the Titling Trust Agreement and this Series 20032004-B Portfolio Supplement. (c) The execution, delivery and performance by it of the Titling Trust Agreement and this Series 20032004-B Portfolio Supplement (i) shall not violate any provision of any law or regulation governing the banking, trust or corporate powers (as appropriate) of such Titling Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to such Titling Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of such Titling Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Titling Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on such Titling Trustee's ’s performance or ability to perform its duties as trustee under the Titling Trust Agreement or this Series 20032004-B Portfolio Supplement or on the transactions contemplated in the Titling Trust Agreement and this Series 20032004-B Portfolio Supplement. (d) The execution, delivery and performance by such Titling Trustee of the Titling Trust Agreement and this Series 20032004-B Portfolio Supplement shall 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 regulating the corporate trust activities of Titling Trustee. (e) The Titling Trust Agreement and this Series 20032004-B Portfolio Supplement have been duly executed and delivered by such Titling Trustee and constitutes the legal, valid and binding agreements of such Titling Trustee, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' ’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) The office where such Titling Trustee keeps its records concerning the transactions contemplated hereby is located at: (i) in the case of the General Interest Trustee and the Series 20032004-B Portfolio Trustee, the Corporate Trust Office, and (ii) in the case of the Delaware Trustee, the Delaware Office (as defined in the Titling Trust Agreement).

Representations and Warranties of the Titling Trustees. Each Titling Trustee (as to itself) hereby makes the following representations and warranties as of the date hereof: (a) The General Interest Trustee and the Series 20032006-B ARC Portfolio Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; the eligibility requirements set forth in Section 5.11 of the Titling Trust Agreement are satisfied with respect to it. The Delaware Trustee is a corporation validly existing and in good standing under the laws of its jurisdiction of organization. (b) It has full power, authority and legal right to execute, deliver and perform its obligations under the Titling Trust Agreement and this Series 20032006-B ARC Portfolio Supplement, and has taken all necessary action to authorize the execution, delivery and performance by it of the Titling Trust Agreement and this Series 20032006-B ARC Portfolio Supplement. (c) The execution, delivery and performance by it of the Titling Trust Agreement and this Series 20032006-B ARC Portfolio Supplement (i) shall not violate any provision of any law or regulation governing the banking, trust or corporate powers (as appropriate) of such Titling Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to such Titling Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of such Titling Trustee, and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Titling Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on such Titling Trustee's ’s performance or ability to perform its duties as trustee under the Titling Trust Agreement or this Series 20032006-B ARC Portfolio Supplement or on the transactions contemplated in the Titling Trust Agreement and this Series 20032006-B ARC Portfolio Supplement. (d) The execution, delivery and performance by such Titling Trustee of the Titling Trust Agreement and this Series 20032006-B ARC Portfolio Supplement shall 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 regulating the corporate trust activities of Titling Trustee. (e) The Titling Trust Agreement and this Series 20032006-B ARC Portfolio Supplement have been duly executed and delivered by such Titling Trustee and constitutes the legal, valid and binding agreements of such Titling Trustee, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' ’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (f) The office where such Titling Trustee keeps its records concerning the transactions contemplated hereby is located at: (i) in the case of the General Interest Trustee and the Series 20032006-B ARC Portfolio Trustee, the Corporate Trust Office, and (ii) in the case of the Delaware Trustee, the Delaware Office (as defined in the Titling Trust Agreement).