Common use of MISCELLANEOUS PROVISIONS 16 Clause in Contracts

MISCELLANEOUS PROVISIONS 16. Section 9.1 Amendment 16 Section 9.2 Notices, Etc 18 Section 9.3 Severability Clause 18 Section 9.4 Governing Law 18 Section 9.5 Headings 18 Section 9.6 Counterparts 18 Section 9.7 Waivers 18 Section 9.8 Entire Agreement 19 Section 9.9 Severability of Provisions 19 Section 9.10 Binding Effect 19 Section 9.11 Cumulative Remedies 19 Section 9.12 Nonpetition Covenant 19 Section 9.13 Submission to Jurisdiction; Waiver of Jury Trial 19 TABLE OF CONTENTS (continued) Page Section 9.14 Third-Party Beneficiaries 20 Exhibit A – Agreed Upon Procedures ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of [ ], 20[ ] (this “Agreement”), by and between Huntington Auto Trust 20[ ]-[ ], a Delaware statutory trust (the “Issuer”), THE HUNTINGTON NATIONAL BANK, a national banking association (the “Bank”), and in its capacity as sponsor, the “Sponsor”, and in its capacity as servicer, the “Servicer”, and [ ], a [ ] (“[ ]”, and in its capacity as asset representations reviewer, the “Asset Representations Reviewer”).

MISCELLANEOUS PROVISIONS 16. Section 9.1 Amendment 16 17 Section 9.2 Notices, Etc 18 Section 9.3 Severability Clause 18 Section 9.4 Governing Law 18 Section 9.5 Headings 18 Section 9.6 Counterparts 18 19 Section 9.7 Waivers 18 19 Section 9.8 Entire Agreement 19 Section 9.9 Severability of Provisions 19 Section 9.10 Binding Effect 19 Section 9.11 Cumulative Remedies 19 Section 9.12 Nonpetition Covenant 19 Section 9.13 Submission to Jurisdiction; Waiver of Jury Trial 19 TABLE OF CONTENTS (continued) Page 20 Section 9.14 Third-Party Beneficiaries 20 Exhibit A – Agreed Upon Procedures ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of [ ]November 30, 20[ ] 2016 (this “Agreement”), by and between Huntington Auto Trust 20[ ]2016-[ ]1, a Delaware statutory trust (the “Issuer”), THE HUNTINGTON NATIONAL BANK, a 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”).

MISCELLANEOUS PROVISIONS 16. Section 9.1 Amendment 7.01 Amendments 16 Section 9.2 Notices, Etc 7.02 Assignment; Benefit of Agreement; Third Party Beneficiaries 17 Section 7.03 Notices 17 Section 7.04 GOVERNING LAW 18 Section 9.3 Severability Clause 18 Section 9.4 Governing Law 18 Section 9.5 Headings 18 Section 9.6 Counterparts 18 Section 9.7 Waivers 18 Section 9.8 Entire Agreement 19 Section 9.9 Severability of Provisions 19 Section 9.10 Binding Effect 19 Section 9.11 Cumulative Remedies 19 Section 9.12 Nonpetition Covenant 19 Section 9.13 7.05 Submission to Jurisdiction; Waiver of Jury Trial 18 Section 7.06 No Waiver; Remedies 18 Section 7.07 Severability 18 Section 7.08 Headings 19 TABLE OF CONTENTS (continued) Page Section 9.14 Third-Party Beneficiaries 20 Exhibit 7.09 Counterparts 19 Schedule A – Agreed Upon Procedures ASSET REPRESENTATIONS REVIEW AGREEMENT Review Materials Schedule B – Representations, Warranties and Tests This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of [ ], 20[ ] (this “Agreement”), by and between Huntington Auto Trust entered into as of the [ ] day of [ ], 20[ ]-[ , by and among VOLKSWAGEN AUTO LEASE TRUST 20[•]-[•], a Delaware statutory trust trust, as issuer (the “Issuer”), THE HUNTINGTON NATIONAL BANKVW CREDIT, INC., a national banking association Delaware corporation (the “BankVCI”), and as servicer (in its capacity as sponsor, the “Sponsor”, and in its capacity as servicersuch capacity, the “Servicer”), and [ [INDENTURE TRUSTEE NAME ], a [ ] [company type], as indenture trustee (the “[ Indenture Trustee” and [ASSET REPRESENTATIONS REVIEWER NAME]”, and in its capacity a [company type], as asset representations reviewer, reviewer (the “Asset Representations Reviewer”).