Covenants of the Seller. The Seller covenants with the Purchaser as follows:
Covenants of the Seller. The Seller hereby covenants that, except for the transfer hereunder, it will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Mortgage Loan, or any interest therein; it will notify the Trustee, as assignee of the Purchaser, of the existence of any Lien on any Mortgage Loan immediately upon discovery thereof; and it will defend the right, title and interest of the Trust, as assignee of the Purchaser, in, to and under the Mortgage Loans, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this Section 4.01 shall prevent or be deemed to prohibit the Seller from suffering to exist upon any of the Mortgage Loans any Liens for municipal or other local taxes and other governmental charges if such taxes or governmental charges shall not at the time be due and payable or if the Seller shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.
Covenants of the Seller. The Seller hereby covenants that:
Covenants of the Seller. The Seller covenants and agrees with the several Underwriters that:
Covenants of the Seller. The Seller agrees with the Purchaser as follows; provided, however, that, to the extent that any provision of this ARTICLE V conflicts with any provision of the Sale and Servicing Agreement, the Sale and Servicing Agreement shall govern:
Covenants of the Seller. The Seller agrees with the Depositor and the Indenture Trustee as follows:
Covenants of the Seller. The Seller hereby covenants and agrees with the Purchaser that, from the date hereof until the termination of this Agreement, unless the Purchaser otherwise consents in writing:
Covenants of the Seller. The Seller hereby covenants with the Purchaser between the date of this Agreement and the Closing Date as follows:
Covenants of the Seller. SECTION 5.1 Protection of Right, Title and Interest in, to and Under the Receivables 12 SECTION 5.2 Security Interests 13 SECTION 5.3 Delivery of Payments 13 SECTION 5.4 No Impairment 13 SECTION 5.5 Costs and Expenses 14 SECTION 5.6 Hold Harmless 14 SECTION 5.7 Asset Representations Review 14 Page ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1 Amendment 14 SECTION 6.2 Termination 15 SECTION 6.3 Governing Law 15 SECTION 6.4 Notices 15 SECTION 6.5 Severability of Provisions 16 SECTION 6.6 Further Assurances 16 SECTION 6.7 No Waiver; Cumulative Remedies 16 SECTION 6.8 Counterparts 16 SECTION 6.9 Third-Party Beneficiaries 16 SECTION 6.10 Headings and Table of Contents 16 SECTION 6.11 Representations, Warranties and Agreements to Survive 16 SECTION 6.12 No Proceedings 17 SECTION 6.13 Obligations of Purchaser 17 SECTION 6.14 Legal Fees Associated with Indemnification 17 SCHEDULES Schedule A Receivable Schedule EXHIBITS Exhibit A Xxxx of Sale and Assignment RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of February 1, 2016, is between CarMax Business Services, LLC, a Delaware limited liability company (“CarMax”), as seller (the “Seller”), and CarMax Auto Funding LLC, a Delaware limited liability company (“CarMax Funding”), as purchaser (the “Purchaser”).
