MISCELLANEOUS PROVISIONS 17. Section 7.01 Amendments 17 Section 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 7.03 Notices 18 Section 7.04 GOVERNING LAW 19 Section 7.05 WAIVER OF JURY TRIAL 19 Section 7.06 No Waiver; Remedies 19 Section 7.07 Severability 19 Section 7.08 Headings 19 Section 7.09 Counterparts and Electronic Signature 19 Section 7.10 Legal Fees Associated with Indemnification 19 Schedule A – Review Materials Schedule B – Representations, Warranties and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of April 1, 2022, by and among CARMAX AUTO OWNER TRUST 2022-2, a Delaware statutory trust (the “Issuer”), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).
MISCELLANEOUS PROVISIONS 17. Section 7.01 Amendments 17 Section 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 17 Section 7.03 Notices 18 Section 7.04 GOVERNING LAW 18
MISCELLANEOUS PROVISIONS 17. Section 9.01 Amendment 17 Section 9.02 Notices, Etc 18 Section 9.03 Severability Clause 18 Section 9.04 Governing Law 18 Section 9.05 Headings 19 Section 9.06 Counterparts and Electronic Signature 19 Section 9.07 Waivers 19 Section 9.08 Entire Agreement 19 Section 9.09 Severability of Provisions 19 Section 9.10 Binding Effect 20 Section 9.11 Cumulative Remedies 20 Section 9.12 Nonpetition Covenant 20 Section 9.13 Submission to Jurisdiction; Waiver of Jury Trial 20 Section 9.14 Third-Party Beneficiaries 21 Exhibit A – Agreed Upon Procedures This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of January 25, 2023 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between Santander Drive Auto Receivables Trust 2023-1, a Delaware statutory trust (the “Issuer”), Santander Consumer USA Inc., an Illinois corporation (“SC”, and in its capacity as sponsor, the “Sponsor”, and in its capacity as servicer, the “Servicer”), and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company (“Xxxxxxx”, and in its capacity as asset representations reviewer, the “Asset Representations Reviewer”).
MISCELLANEOUS PROVISIONS 17. Section 7.1. Entire Contract and Amendments 17 Section 7.2. Third Parties 17 Section 7.3. Counterparts 17 Section 7.4. Special and Limited Obligation. 17 Section 7.5. Time and Force Majeure 18 Section 7.6. Waiver 18 Section 7.7. Cooperation and Further Assurances 18 Section 7.8. Notices and Communications 19 Section 7.9. Successors in Interest 20 Section 7.10. No Joint Venture, Agency, or Partnership Created 20 Section 7.11. Verification of Tax Increment 20 Section 7.12. Illinois Law; Venue 20 Section 7.13. No Personal Liability of Officials of City 20 Section 7.14. Repealer 20 Section 7.15. Term 21
