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 19 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 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”), entered into as of December 13, 2021, by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2021-1, 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 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 19 18 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 20 Section 9.10 Electronic Signatures and Transmission 20 19 Schedule A – Representations and Warranties, Review Materials and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of December 13October 4, 20212019, by and among VOLKSWAGEN AUTO LOAN ENHANCED LEASE TRUST 20212019-1A, 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 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 19 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 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”), entered into as of December 13May 19, 20212020, by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20212020-1, 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 Amendment 17 Section 9.02 Assignment; Benefit of Agreement; Third Party Beneficiaries Notices, Etc 18 Section 9.03 Notices 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 19 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 20 Section 9.10 Electronic Signatures and Transmission 20 Schedule 9.14 Third-Party Beneficiaries 21 Exhibit A – Representations and Warranties, Review Materials and Tests Agreed Upon Procedures ASSET REPRESENTATIONS REVIEW AGREEMENT 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”), entered into as of December 13, 2021, by and among VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2021between Santander Drive Auto Receivables Trust 2023-1, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITSantander Consumer USA Inc., INC., a Delaware an Illinois corporation (“VCISC”), and in its capacity as servicer (sponsor, the “Sponsor”, and in such capacityits capacity as servicer, the “Servicer”) ), and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (“Xxxxxxx”, and in its capacity as asset representations reviewer (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 Governing Law 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 7.04 GOVERNING LAW 19 Section 9.06 7.05 WAIVER OF JURY TRIAL 19 Section 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 20 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”), entered into as of December 13January 1, 20212018, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212018-1, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 19 18 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 20 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 133, 20212020, by and among VOLKSWAGEN AUTO LOAN ENHANCED LEASE TRUST 20212020-1A, 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 Governing Law 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 7.04 GOVERNING LAW 19 Section 9.06 7.05 WAIVER OF JURY TRIAL 19 Section 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 20 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”), entered into as of December 13October 1, 20212022, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212022-14, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 Governing Law 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 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 20 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”), entered into as of December 13the 1st day of April, 20212016, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212016-12, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 Governing Law 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 7.04 GOVERNING LAW 19 Section 9.06 7.05 WAIVER OF JURY TRIAL 19 Section 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 20 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”), entered into as of December 13July 1, 20212022, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212022-13, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 Governing Law 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 7.04 GOVERNING LAW 19 Section 9.06 7.05 WAIVER OF JURY TRIAL 19 Section 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 20 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”), entered into as of December 13July 1, 20212018, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212018-13, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 Governing Law 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 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 20 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”), entered into as of December 13April 1, 20212017, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212017-12, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 Governing Law 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 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 20 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”), entered into as of December 13the 1st day of October, 20212016, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212016-14, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company (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 Governing Law 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 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 20 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”), entered into as of December 13the 1st day of July, 20212016, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212016-13, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 Governing Law 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 7.04 GOVERNING LAW 19 Section 9.06 7.05 WAIVER OF JURY TRIAL 19 Section 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 20 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”), entered into as of December 13January 1, 20212023, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212023-1, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 Governing Law 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 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 20 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”), entered into as of December 13January 1, 20212017, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212017-1, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 Governing Law 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 7.04 GOVERNING LAW 19 Section 9.06 7.05 WAIVER OF JURY TRIAL 19 Section 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 20 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”), entered into as of December 13April 1, 20212022, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212022-12, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 Governing Law 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 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 20 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”), entered into as of December 13October 1, 20212017, by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 20212017-14, a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability 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 Governing Law 7.04 GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 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 20 Section 9.10 and Electronic Signatures and Transmission 20 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”), entered into as of December 13the [__] day of [__], 202120[__], by and among VOLKSWAGEN CARMAX AUTO LOAN ENHANCED OWNER TRUST 2021-120[__]-[__], a Delaware statutory trust, as issuer trust (the “Issuer”), VW CREDITCARMAX BUSINESS SERVICES, INC., a Delaware corporation (“VCI”), as servicer (in such capacity, the “Servicer”) and Xxxxxxx Fixed Income Services LLC, a Delaware limited liability companycompany (the “Servicer”), as asset representations reviewer and [____], a [___] (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 19 18 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 20 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 13June 14, 20212022, by and among VOLKSWAGEN AUTO LOAN ENHANCED LEASE TRUST 20212022-1A, 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 17 Section 9.03 Notices 18 Section 9.04 Governing Law GOVERNING LAW 18 Section 9.05 Submission to Jurisdiction; Waiver of Jury Trial 19 18 Section 9.06 No Waiver; Remedies 19 Section 9.07 Severability 19 Section 9.08 Headings 19 Section 9.09 Counterparts 20 19 Section 9.10 Electronic Signatures and Transmission 20 Transmission. 19 Schedule A – Representations and Warranties, Review Materials and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), is entered into as of December 13[ ], 2021[ ], by and among VOLKSWAGEN AUTO LOAN ENHANCED LEASE TRUST 202120[ ]-1[ ], 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[ASSET REPRESENTATIONS REVIEWER NAME], a Delaware limited liability company[company type], as asset representations reviewer (the “Asset Representations Reviewer”).