Common use of MISCELLANEOUS PROVISIONS      17 Clause in Contracts

MISCELLANEOUS PROVISIONS      17. Section 9.01 Amendments 17 Section 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 Notices 18 Section 9.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 19 Section 9.10 Electronic Signatures and Transmission 20 Schedule A – Representations and Warranties, Review Materials and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of December 3, 2020, by and among VOLKSWAGEN AUTO LEASE TRUST 2020-A, a Delaware statutory trust, as issuer (the “Issuer”), VW CREDIT, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 19 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3January 1, 20202018, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202018-A1, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 Amendments 17 Section 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 Notices 18 Section 9.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 19 Section 9.10 Electronic Signatures and Transmission 20 Schedule A – Representations and Warranties, Review Materials and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of December 3October 4, 20202019, by and among VOLKSWAGEN AUTO LEASE TRUST 20202019-A, a Delaware statutory trust, as issuer (the “Issuer”), VW CREDIT, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 Amendments 7.01 Amendments. 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3the 1st day of July, 20202016, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202016-A3, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 19 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts and Electronic Signature 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3January 1, 20202023, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202023-A1, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3January 1, 20202017, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202017-A1, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3October 1, 20202017, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202017-A4, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 19 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts and Electronic Signature 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3April 1, 20202022, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202022-A2, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 19 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3July 1, 20202018, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202018-A3, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 19 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts and Electronic Signature 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3July 1, 20202022, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202022-A3, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3the 1st day of October, 20202016, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202016-A4, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 19 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts and Electronic Signature 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3October 1, 20202022, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202022-A4, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3April 1, 20202017, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202017-A2, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3the 1st day of April, 20202016, by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 20202016-A2, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company, as asset representations reviewer company (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 Amendments 17 Section 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 Notices 18 Section 9.04 GOVERNING LAW Governing Law 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 19 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 19 20 Section 9.10 Electronic Signatures and Transmission 20 Schedule A – Representations and Warranties, Review Materials and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of December 3May 19, 2020, by and among VOLKSWAGEN AUTO LEASE LOAN ENHANCED TRUST 2020-A1, a Delaware statutory trust, as issuer (the “Issuer”), VW CREDIT, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”), ) and XXXXXXX FIXED INCOME SERVICES Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 Amendments 17 Section 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 Notices 18 Section 9.04 GOVERNING LAW Governing Law 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 19 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 19 20 Section 9.10 Electronic Signatures and Transmission 20 Schedule A – Representations and Warranties, Review Materials and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of December 313, 20202021, by and among VOLKSWAGEN AUTO LEASE LOAN ENHANCED TRUST 20202021-A1, a Delaware statutory trust, as issuer (the “Issuer”), VW CREDIT, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”), ) and XXXXXXX FIXED INCOME SERVICES Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company, as asset representations reviewer (the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS      17. Section 9.01 7.01 Amendments 17 Section 9.02 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 18 Section 9.03 7.03 Notices 18 Section 9.04 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 18 7.05 WAIVER OF JURY TRIAL 19 Section 9.06 7.06 No Waiver; Remedies 19 Section 9.07 7.07 Severability 19 Section 9.08 7.08 Headings 19 Section 9.09 7.09 Counterparts and Electronic Signatures 19 Section 9.10 Electronic Signatures and Transmission 20 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 December 3the [__] day of [__], 202020[__], by and among VOLKSWAGEN CARMAX AUTO LEASE OWNER TRUST 2020-A20[__]-[__], a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC.LLC, a Delaware corporation limited liability company (“VCI”), as servicer (in such capacity, the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC[____], a Delaware limited liability company, as asset representations reviewer [___] (the “Asset Representations Reviewer”).