Common use of OTHER MATTERS PERTAINING TO THE ASSET Clause in Contracts

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 10 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.02 Limitation of Liability 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 12 Section 5.05 Proceedings 12 Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 ARTICLE VI. REMOVAL, RESIGNATION 13 Section 6.01 Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of Successor 14 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, Asset the Representations Reviewer 14 Section 6.04 Asset Representations Reviewer Not to Resign 14 Section 6.05 Cooperation of Asset Representations Reviewer 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 19 Section 8.01 Termination of the Issuer 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 Section 9.01 Amendment 19 Section 9.02 Notices 20 Section 9.03 Severability Clause 20 Section 9.04 Counterparts 21 Section 9.05 Governing Law 21 Section 9.06 Relationship of the Parties 21 Section 9.07 Captions 21 Section 9.08 Waivers 21 Section 9.09 Assignment 22 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 18th day of July 2023, by and among BMW VEHICLE OWNER TRUST 2023-A, a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 10 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.02 Limitation of Liability 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 12 Section 5.05 Proceedings 12 Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 ARTICLE VI. REMOVAL, RESIGNATION 13 Section 6.01 Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of Successor 14 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, Asset the Representations Reviewer 14 Section 6.04 Asset Representations Reviewer Not to Resign 14 Section 6.05 Cooperation of Asset Representations Reviewer 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 19 Section 8.01 Termination of the Issuer 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 Section 9.01 Amendment 19 Section 9.02 Notices 20 Section 9.03 Severability Clause 20 21 Section 9.04 Counterparts 21 Section 9.05 Governing Law 21 Section 9.06 Relationship of the Parties 21 Section 9.07 Captions 21 Section 9.08 Waivers 21 22 Section 9.09 Assignment 22 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 18th 15th day of July 20232020, by and among BMW VEHICLE OWNER TRUST 20232020-A, a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 10 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.02 Limitation of Liability 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 12 Section 5.05 Proceedings 12 Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 ARTICLE VI. REMOVAL, RESIGNATION 13 Section 6.01 Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of Successor 14 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, Asset the Representations Reviewer 14 Section 6.04 Asset Representations Reviewer Not to Resign 14 Section 6.05 Cooperation of Asset Representations Reviewer 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 19 Section 8.01 Termination of the Issuer 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 Section 9.01 Amendment 19 Section 9.02 Notices 20 Section 9.03 Severability Clause 20 21 Section 9.04 Counterparts 21 Section 9.05 Governing Law 21 Section 9.06 Relationship of the Parties 21 Section 9.07 Captions 21 Section 9.08 Waivers 21 22 Section 9.09 Assignment 22 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 18th day of July 2023May 2022, by and among BMW VEHICLE OWNER TRUST 20232022-A, a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 10 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.02 Limitation of Liability 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 12 Section 5.05 Proceedings 12 Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 ARTICLE VI. REMOVAL, RESIGNATION 13 Section 6.01 Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of Successor 14 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, the Asset the Representations Reviewer 14 Section 6.04 Asset Representations Reviewer Not to Resign 14 Section 6.05 Cooperation of Asset Representations Reviewer 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 19 Section 8.01 Termination of the Issuer 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 Section 9.01 Amendment 19 Section 9.02 Notices 20 Section 9.03 Severability Clause 20 Section 9.04 Counterparts 21 Section 9.05 Governing Law 21 Section 9.06 Relationship of the Parties 21 Section 9.07 Captions 21 Section 9.08 Waivers 21 Section 9.09 Assignment 22 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 18th 11th day of July 2023June 2024, by and among BMW VEHICLE OWNER TRUST 20232024-A, a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 10 9 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 10 9 Section 5.02 Limitation of Liability 11 10 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 12 11 Section 5.05 Proceedings 12 Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 ARTICLE VI. REMOVAL, RESIGNATION 13 Section 6.01 Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of Successor 14 13 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, Asset the Representations Reviewer 14 Section 6.04 Asset Representations Reviewer Not to Resign 14 Section 6.05 Cooperation of Asset Representations Reviewer 15 14 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 17 16 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 19 18 Section 8.01 Termination of the Issuer 19 18 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 18 Section 9.01 Amendment 19 Section 9.02 Notices 20 19 Section 9.03 Severability Clause 20 Section 9.04 Counterparts 21 Section 9.05 Governing Law 21 Section 9.06 Relationship of the Parties 21 Section 9.07 Captions 21 Section 9.08 Waivers 21 Section 9.09 Assignment 22 21 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 22 21 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 18th 15th day of July February 2023, by and among BMW VEHICLE OWNER LEASE TRUST 2023-A1, a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 10 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.02 Limitation of Liability 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 12 Section 5.05 Proceedings 12 Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 ARTICLE VI. REMOVAL, RESIGNATION 13 Section 6.01 Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of Successor 14 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, Asset the Representations Reviewer 14 Section 6.04 Asset Representations Reviewer Not to Resign 14 Section 6.05 Cooperation of Asset Representations Reviewer 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 19 Section 8.01 Termination of the Issuer 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 Section 9.01 Amendment 19 Section 9.02 Notices 20 Section 9.03 Severability Clause 20 21 Section 9.04 Counterparts 21 Section 9.05 Governing Law 21 Section 9.06 Relationship of the Parties 21 Section 9.07 Captions 21 Section 9.08 Waivers 21 22 Section 9.09 Assignment 22 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 18th day of July 2023September 2019, by and among BMW VEHICLE OWNER TRUST 20232019-A, a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (the “Servicer”), and XXXXXXX FIXED INCOME SERVICES LLC, a Delaware limited liability company (the “Asset Representations Reviewer”).

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 10 Section 5.01 5.1 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.02 5.2 Limitation of Liability 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 5.3 Indemnification of Asset Representations Reviewer 12 11 Section 5.05 Proceedings 12 Section 5.06 Delegation of Obligations 12 Section 5.07 5.4 Indemnification by Asset Representations Reviewer 12 ARTICLE VI. REMOVAL, RESIGNATION RESIGNATION; SUCCESSOR ASSET REPRESENTATION REVIEWER 13 Section 6.01 6.1 Eligibility Requirements for Asset Representations Reviewer 13 Section 6.2 Resignation and Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of 6.3 Successor 14 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, Asset the Representations Reviewer 14 Section 6.04 Asset Representations Reviewer Not to Resign 6.4 Merger, Consolidation or Succession 14 Section 6.05 Cooperation of Asset Representations Reviewer 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 7.1 Confidential Information 15 Section 7.02 7.2 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 19 18 Section 8.01 8.1 Termination of the Issuer 19 this Agreement 18 Section 8.2 Limitation of Liability 18 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 18 Section 9.01 9.1 Amendment 19 18 Section 9.02 Notices 9.2 Notices, Etc. 20 Section 9.03 9.3 Severability Clause 20 Section 9.04 9.4 Governing Law 20 Section 9.5 Headings 20 Section 9.6 Counterparts 20 Section 9.7 Waivers 20 Section 9.8 Entire Agreement 21 Section 9.05 Governing Law 9.9 Severability of Provisions 21 Section 9.06 Relationship of the Parties 9.10 Binding Effect 21 Section 9.07 Captions 9.11 Cumulative Remedies 21 Section 9.08 Waivers 9.12 Nonpetition Covenant 21 Section 9.09 Assignment 22 9.13 Submission to Jurisdiction; Waiver of Jury Trial 21 Section 9.10 Benefit of the Agreement; 9.14 Third-Party Beneficiaries 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 Exhibit A – Agreed Upon Procedures This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of October 11, 2023 (this “Agreement”), entered into as of the 18th day of July 2023, by and among BMW VEHICLE OWNER between CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2023-A2, a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NACAPITAL ONE, LLCNATIONAL ASSOCIATION, a Delaware limited liability company national banking association (the “Bank”, 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”).

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 10 9 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 10 9 Section 5.02 Limitation of Liability of Asset Representations Reviewer 10 Section 5.03 Indemnification of Asset Representations Reviewer 10 Section 5.04 Indemnification by Asset Representations Reviewer 10 ARTICLE VI. REMOVAL, RESIGNATION; SUCCESSOR ASSET REPRESENTATION REVIEWER 11 Section 5.03 Inspections 6.01 Eligibility Requirements for Asset Representations Reviewer 11 Section 6.02 Resignation and Removal of Asset Representations Reviewer 11 Section 5.04 Indemnification of 6.03 Successor Asset Representations Reviewer 12 Section 5.05 Proceedings 6.04 Merger, Consolidation or Succession 12 Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 ARTICLE VI. REMOVAL, RESIGNATION 13 Section 6.01 Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of Successor 14 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, Asset the Representations Reviewer 14 Section 6.04 Asset Representations Reviewer Not to Resign 14 Section 6.05 Cooperation of Asset Representations Reviewer 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 13 Section 7.01 Confidential Information 15 13 Section 7.02 Safeguarding Personally Identifiable Information 17 14 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 19 15 Section 8.01 Termination of the Issuer 19 this Agreement 15 Section 8.02 Limitation of Liability 15 ARTICLE IX. MISCELLANEOUS PROVISIONS 19 16 Section 9.01 Amendment 19 16 Section 9.02 Notices 20 Notices, Etc 17 Section 9.03 Severability Clause 20 17 Section 9.04 Counterparts 21 17 Section 9.05 Governing Law 21 18 Section 9.06 Relationship of the Parties 21 Headings 18 Section 9.07 Captions 21 Counterparts 18 Section 9.08 Waivers 21 18 Section 9.09 Assignment 22 Entire Agreement 18 Section 9.10 Benefit Severability of the AgreementProvisions 18 Section 9.11 Binding Effect 18 Section 9.12 Cumulative Remedies 18 Section 9.13 Nonpetition Covenant 19 Section 9.14 Submission to Jurisdiction; Waiver of Jury Trial 19 Section 9.15 Third-Party Beneficiaries 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 19 This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of the [ ] day of [ ], 20[ ] (this “Agreement”), entered into as of the 18th day of July 2023, by and among BMW VEHICLE OWNER TRUST 2023between Santander Drive Auto Receivables Trust 20[ ]-A[ ], a Delaware statutory trust (the “Issuer”), BMW FINANCIAL SERVICES NASantander Consumer USA Inc., LLCan Illinois corporation (“SCUSA”, a Delaware limited liability company (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 company] (“[ ]”, and in its capacity as asset representations reviewer, the “Asset Representations Reviewer”).