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

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 9 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 9 Section 5.02 Limitation of Liability 10 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 11 i TABLE OF CONTENTS (continued) Page 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 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 14 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 16 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 Section 8.01 Termination of the Issuer 18 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 Section 9.01 Amendment 19 Section 9.02 Notices 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 21 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 21 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 15th day of February 2023, by and among BMW VEHICLE LEASE TRUST 2023-1, 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 9 10 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 9 10 Section 5.02 Limitation of Liability 10 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 11 i TABLE OF CONTENTS (continued) Page 12 Section 5.05 Proceedings 12 TABLE OF CONTENTS Page 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 13 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 14 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 16 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 19 Section 8.01 Termination of the Issuer 18 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 19 Section 9.01 Amendment 19 Section 9.02 Notices 19 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 21 22 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 21 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 15th 18th day of February 2023September 2019, by and among BMW VEHICLE LEASE OWNER TRUST 20232019-1A, 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 9 10 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 9 10 Section 5.02 Limitation of Liability 10 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 11 i TABLE OF CONTENTS (continued) Page 12 Section 5.05 Proceedings 12 TABLE OF CONTENTS Page 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 13 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 14 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 16 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 19 Section 8.01 Termination of the Issuer 18 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 19 Section 9.01 Amendment 19 Section 9.02 Notices 19 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 21 22 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 21 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 15th 11th day of February 2023June 2024, by and among BMW VEHICLE LEASE OWNER TRUST 20232024-1A, 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 9 10 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 9 10 Section 5.02 Limitation of Liability 10 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 11 i TABLE OF CONTENTS (continued) Page 12 Section 5.05 Proceedings 12 TABLE OF CONTENTS Page 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 13 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 14 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 16 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 19 Section 8.01 Termination of the Issuer 18 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 19 Section 9.01 Amendment 19 Section 9.02 Notices 19 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 21 22 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 21 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 15th 18th day of February July 2023, by and among BMW VEHICLE LEASE OWNER TRUST 2023-1A, 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 9 10 Section 5.01 5.1 Representations and Warranties of the Asset Representations Reviewer 9 10 Section 5.02 5.2 Limitation of Liability 10 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 5.3 Indemnification of Asset Representations Reviewer 11 i Section 5.4 Indemnification by Asset Representations Reviewer 12 TABLE OF CONTENTS (continued) Page 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 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 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 6.4 Merger, Consolidation or Succession 14 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 7.1 Confidential Information 15 Section 7.02 7.2 Safeguarding Personally Identifiable Information 16 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 Section 8.01 8.1 Termination of the Issuer this Agreement 18 Section 8.2 Limitation of Liability 18 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 Section 9.01 9.1 Amendment 19 18 Section 9.02 Notices 19 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 21 Section 9.06 Relationship 9.9 Severability of the Parties 21 Section 9.07 Captions 21 Section 9.08 Waivers 21 Section 9.09 Assignment Provisions 21 Section 9.10 Benefit Binding Effect 21 Section 9.11 Cumulative Remedies 21 Section 9.12 Nonpetition Covenant 21 Section 9.13 Submission to Jurisdiction; Waiver of the Agreement; Jury Trial 21 Section 9.14 Third-Party Beneficiaries 21 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 ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of October 11, 2023 (this “Agreement”), entered into as of the 15th day of February 2023, by and among BMW VEHICLE LEASE between CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2023-12, 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 9 10 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 9 10 Section 5.02 Limitation of Liability 10 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.04 Indemnification of Asset Representations Reviewer 11 i TABLE OF CONTENTS (continued) Page 12 Section 5.05 Proceedings 12 TABLE OF CONTENTS Page 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 13 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 14 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 16 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 19 Section 8.01 Termination of the Issuer 18 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 19 Section 9.01 Amendment 19 Section 9.02 Notices 19 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 21 22 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 21 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 15th 18th day of February 2023May 2022, by and among BMW VEHICLE LEASE OWNER TRUST 20232022-1A, 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 9 10 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 9 10 Section 5.02 Limitation of Liability 10 11 Section 5.03 Inspections of Asset Representations Reviewer 11 TABLE OF CONTENTS Page Section 5.04 Indemnification of Asset Representations Reviewer 11 i TABLE OF CONTENTS (continued) Page 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 13 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 14 15 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.01 Confidential Information 15 Section 7.02 Safeguarding Personally Identifiable Information 16 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 19 Section 8.01 Termination of the Issuer 18 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 19 Section 9.01 Amendment 19 Section 9.02 Notices 19 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 21 22 Section 9.10 Benefit of the Agreement; Third-Party Beneficiaries 21 22 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT (this “Agreement”), entered into as of the 15th day of February 2023July 2020, by and among BMW VEHICLE LEASE OWNER TRUST 20232020-1A, 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 9 Section 5.01 Representations and Warranties of the Asset Representations Reviewer 9 Section 5.02 Limitation of Liability 10 Section 5.03 Inspections of Asset Representations Reviewer 11 10 Section 5.04 5.03 Indemnification of Asset Representations Reviewer 11 i 10 Section 5.04 Indemnification by Asset Representations Reviewer 10 TABLE OF CONTENTS (continued) Page 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 RESIGNATION; SUCCESSOR ASSET REPRESENTATION REVIEWER 11 Section 6.01 Eligibility Requirements for Asset Representations Reviewer 11 Section 6.02 Resignation and Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of Successor 13 11 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, Asset the Representations Reviewer 14 Section 6.04 Successor Asset Representations Reviewer Not to Resign 14 12 Section 6.05 Cooperation of Asset Representations Reviewer 14 6.04 Merger, Consolidation or Succession 12 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 13 Section 7.01 Confidential Information 15 13 Section 7.02 Safeguarding Personally Identifiable Information 16 14 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 15 Section 8.01 Termination of the Issuer 18 this Agreement 15 Section 8.02 Limitation of Liability 15 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 16 Section 9.01 Amendment 19 16 Section 9.02 Notices 19 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 21 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 21 Section 9.11 Exhibits 22 Section 9.12 No Petition 22 Section 9.13 Limitation of Liability of Owner Trustee 22 19 ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of the [ ] day of [ ], 20[ ] (this “Agreement”), entered into as of the 15th day of February 2023, by and among BMW VEHICLE LEASE TRUST 2023between Santander Drive Auto Receivables Trust 20[ ]-1[ ], 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”).