Common use of MISCELLANEOUS PROVISIONS      17 Clause in Contracts

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 18 Section 7.03 Notices 18 Section 7.04 GOVERNING LAW 19 18 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 October 1, 20222017, by and among CARMAX AUTO OWNER TRUST 20222017-24, 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 9.01 Amendments 17 Section 7.02 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 7.03 9.03 Notices 18 Section 7.04 GOVERNING LAW 9.04 Governing Law 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 19 Section 7.05 WAIVER OF JURY TRIAL 19 Section 7.06 9.06 No Waiver; Remedies 19 Section 7.07 9.07 Severability 19 Section 7.08 9.08 Headings 19 Section 7.09 9.09 Counterparts 20 Section 9.10 Electronic Signatures and Electronic Signature 19 Section 7.10 Legal Fees Associated with Indemnification 19 Transmission 20 Schedule A – Representations and Warranties, Review Materials Schedule B – Representations, Warranties and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of April 1May 19, 20222020, by and among CARMAX VOLKSWAGEN AUTO OWNER LOAN ENHANCED TRUST 20222020-21, a Delaware statutory trust trust, as issuer (the “Issuer”), CARMAX BUSINESS SERVICESVW CREDIT, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company (the “Servicer”)company, and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company as asset representations reviewer (the “Asset Representations Reviewer”).

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 18 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 1the 1st day of October, 20222016, by and among CARMAX AUTO OWNER TRUST 20222016-24, 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 9.01 Amendments 17 Section 7.02 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 7.03 9.03 Notices 18 Section 7.04 9.04 GOVERNING LAW 19 18 Section 7.05 WAIVER OF JURY TRIAL 19 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 Section 7.06 9.06 No Waiver; Remedies 19 Section 7.07 9.07 Severability 19 Section 7.08 9.08 Headings 19 Section 7.09 9.09 Counterparts and Electronic Signature 19 Section 7.10 Legal Fees Associated with Indemnification 19 Schedule A – Representations and Warranties, Review Materials Schedule B – Representations, Warranties and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of April 1October 4, 20222019, by and among CARMAX VOLKSWAGEN AUTO OWNER LEASE TRUST 20222019-2A, a Delaware statutory trust trust, as issuer (the “Issuer”), CARMAX BUSINESS SERVICESVW CREDIT, LLCINC., a Delaware limited liability company corporation (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company company, as asset representations reviewer (the “Asset Representations Reviewer”).

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 January 1, 20222023, by and among CARMAX AUTO OWNER TRUST 20222023-21, 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 9.01 Amendments 17 Section 7.02 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 7.03 9.03 Notices 18 Section 7.04 GOVERNING LAW 9.04 Governing Law 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 19 Section 7.05 WAIVER OF JURY TRIAL 19 Section 7.06 9.06 No Waiver; Remedies 19 Section 7.07 9.07 Severability 19 Section 7.08 9.08 Headings 19 Section 7.09 9.09 Counterparts 20 Section 9.10 Electronic Signatures and Electronic Signature 19 Section 7.10 Legal Fees Associated with Indemnification 19 Transmission 20 Schedule A – Representations and Warranties, Review Materials Schedule B – Representations, Warranties and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of April 1December 13, 20222021, by and among CARMAX VOLKSWAGEN AUTO OWNER LOAN ENHANCED TRUST 20222021-21, a Delaware statutory trust trust, as issuer (the “Issuer”), CARMAX BUSINESS SERVICESVW CREDIT, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company (the “Servicer”)company, and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company as asset representations reviewer (the “Asset Representations Reviewer”).

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 18 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 January 1, 20222017, by and among CARMAX AUTO OWNER TRUST 20222017-21, 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 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 January 1, 20222018, by and among CARMAX AUTO OWNER TRUST 20222018-21, 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 18 Section 7.03 Notices 18 Section 7.04 GOVERNING LAW 19 18 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, 20222017, by and among CARMAX AUTO OWNER TRUST 20222017-2, 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 18 Section 7.03 Notices 18 Section 7.04 GOVERNING LAW 19 18 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 1the 1st day of April, 20222016, by and among CARMAX AUTO OWNER TRUST 20222016-2, 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 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 July 1, 20222018, by and among CARMAX AUTO OWNER TRUST 20222018-23, 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 Amendments. 17 Section 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 7.03 Notices 18 Section 7.04 GOVERNING LAW 19 18 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 1the 1st day of July, 20222016, by and among CARMAX AUTO OWNER TRUST 20222016-23, 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 9.01 Amendments 17 Section 7.02 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 7.03 9.03 Notices 18 Section 7.04 9.04 GOVERNING LAW 19 18 Section 7.05 WAIVER OF JURY TRIAL 19 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 Section 7.06 9.06 No Waiver; Remedies 19 Section 7.07 9.07 Severability 19 Section 7.08 9.08 Headings 19 Section 7.09 9.09 Counterparts and Electronic Signature 19 Section 7.10 Legal Fees Associated with Indemnification 19 9.10 Electronic Signatures and Transmission 20 Schedule A – Representations and Warranties, Review Materials Schedule B – Representations, Warranties and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of April 1December 3, 20222020, by and among CARMAX VOLKSWAGEN AUTO OWNER LEASE TRUST 20222020-2A, a Delaware statutory trust trust, as issuer (the “Issuer”), CARMAX BUSINESS SERVICESVW CREDIT, LLCINC., a Delaware limited liability company corporation (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company company, as asset representations reviewer (the “Asset Representations Reviewer”).

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 July 1, 2022, by and among CARMAX AUTO OWNER TRUST 2022-23, 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 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 October 1, 2022, by and among CARMAX AUTO OWNER TRUST 2022-24, 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 9.01 Amendments 17 Section 7.02 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 17 Section 7.03 9.03 Notices 18 Section 7.04 9.04 GOVERNING LAW 19 18 Section 7.05 WAIVER OF JURY TRIAL 19 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 Section 7.06 9.06 No Waiver; Remedies 19 Section 7.07 9.07 Severability 19 Section 7.08 9.08 Headings 19 Section 7.09 9.09 Counterparts and Electronic Signature 19 Section 7.10 Legal Fees Associated with Indemnification 9.10 Electronic Signatures and Transmission. 19 Schedule A – Representations and Warranties, Review Materials Schedule B – Representations, Warranties and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of April 1[ ], 2022[ ], by and among CARMAX VOLKSWAGEN AUTO OWNER LEASE TRUST 202220[ ]-2[ ], a Delaware statutory trust trust, as issuer (the “Issuer”), CARMAX BUSINESS SERVICESVW CREDIT, LLCINC., a Delaware limited liability company corporation (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC[ASSET REPRESENTATIONS REVIEWER NAME], a Delaware limited liability [company type], as asset representations reviewer (the “Asset Representations Reviewer”).

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 18 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 Signatures 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 1the [__] day of [__], 202220[__], by and among CARMAX AUTO OWNER TRUST 2022-220[__]-[__], 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 9.01 Amendments 17 Section 7.02 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 7.03 9.03 Notices 18 Section 7.04 9.04 GOVERNING LAW 19 18 Section 7.05 WAIVER OF JURY TRIAL 19 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 Section 7.06 9.06 No Waiver; Remedies 19 Section 7.07 9.07 Severability 19 Section 7.08 9.08 Headings 19 Section 7.09 9.09 Counterparts and Electronic Signature 19 Section 7.10 Legal Fees Associated with Indemnification 19 9.10 Electronic Signatures and Transmission 20 Schedule A – Representations and Warranties, Review Materials Schedule B – Representations, Warranties and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of April 1June 14, 2022, by and among CARMAX VOLKSWAGEN AUTO OWNER LEASE TRUST 2022-2A, a Delaware statutory trust trust, as issuer (the “Issuer”), CARMAX BUSINESS SERVICESVW CREDIT, LLCINC., a Delaware limited liability company corporation (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company company, as asset representations reviewer (the “Asset Representations Reviewer”).