Section 9. Survival of Representations and Obligations.
The respective agreements, representations, warranties and other statements made by the Seller and SC or their officers, including any such agreements, representations, warranties and other statements relating to the Issuer, and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Seller, SC or any of their respective officers or directors or any controlling person, and will survive delivery of and payment of the Notes. The provisions of Section 7, Section 8, Sections 10-13, Section 17 and Section 18 hereof shall survive the termination or cancellation of this Underwriting Agreement.
Section 10. Notices.
All communications hereunder shall be in writing and effective only on receipt, and if sent to the Underwriters, will be mailed, delivered or faxed and confirmed to the address for the Representative set forth on the first page hereof, Attention: Don Sivick; if sent to the Seller, will be mailed, delivered or faxed and confirmed to: Santander Consumer USA Inc., 1601 Elm Street, Suite 800, Dallas, Texas 75201, Attention: Mark McCastlain; and if sent to SC, will be mailed, delivered or faxed and confirmed to: Santander Consumer USA Inc., 1601 Elm Street, Suite 800, Dallas, Texas 75201, Attention: Mark McCastlain.
Section 11. Applicable Law, Entire Agreement.
This Underwriting Agreement and all disputes, claims, controversies, disagreements, actions and proceedings arising out of relating to this Underwriting Agreement, including the scope or validity of this provision, will be governed by and construed in accordance with the law of the State of New York, without regard to any conflicts of laws principles thereof or of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Laws), and the obligations, rights and remedies of the parties under this Underwriting Agreement shall be determined in accordance with such laws. This Underwriting Agreement represents the entire agreement between the Seller and SC, on the one hand, and the Underwriters, on the other, with respect to the preparation of the Prospectus or the Preliminary Prospectus, the conduct of the offering and the purchase and sale of the Notes.
Section 12. Successors.
This Underwriting Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in Section 8 hereof, and their successors and assigns, and no other person will have any right or obligation hereunder.
Section 13. Waivers; Headings.
Neither this Underwriting Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Underwriting Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.