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

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 10 Section 5.1 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.2 Limitation of Liability of Asset Representations Reviewer 11 Section 5.3 Indemnification of Asset Representations Reviewer 11 Section 5.4 Indemnification by Asset Representations Reviewer 12 TABLE OF CONTENTS (continued) Page ARTICLE VI. REMOVAL, RESIGNATION; SUCCESSOR ASSET REPRESENTATION REVIEWER 13 Section 6.1 Eligibility Requirements for Asset Representations Reviewer 13 Section 6.2 Resignation and Removal of Asset Representations Reviewer 13 Section 6.3 Successor Asset Representations Reviewer 14 Section 6.4 Merger, Consolidation or Succession 14 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 Section 7.1 Confidential Information 15 Section 7.2 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 Section 8.1 Termination of this Agreement 18 Section 8.2 Limitation of Liability 18 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 Section 9.1 Amendment 18 Section 9.2 Notices, Etc. 20 Section 9.3 Severability Clause 20 Section 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 9.9 Severability of Provisions 21 Section 9.10 Binding Effect 21 Section 9.11 Cumulative Remedies 21 Section 9.12 Nonpetition Covenant 21 Section 9.13 Submission to Jurisdiction; Waiver of Jury Trial 21 Section 9.14 Third-Party Beneficiaries 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”), by and between CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2023-2, a Delaware statutory trust (the “Issuer”), CAPITAL ONE, NATIONAL ASSOCIATION, 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”).

OTHER MATTERS PERTAINING TO THE ASSET. REPRESENTATIONS REVIEWER 10 Section 5.1 5.01 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.2 5.02 Limitation of Liability 11 Section 5.03 Inspections of Asset Representations Reviewer 11 TABLE OF CONTENTS Page Section 5.3 5.04 Indemnification of Asset Representations Reviewer 11 12 Section 5.4 5.05 Proceedings 12 Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 TABLE OF CONTENTS (continued) Page ARTICLE VI. REMOVAL, RESIGNATION; SUCCESSOR ASSET REPRESENTATION REVIEWER RESIGNATION 13 Section 6.1 Eligibility Requirements for Asset Representations Reviewer 13 Section 6.2 Resignation and 6.01 Removal of Asset Representations Reviewer 13 Section 6.3 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 6.4 Merger, Consolidation or Succession 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 7.1 7.01 Confidential Information 15 Section 7.2 7.02 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 19 Section 8.1 8.01 Termination of this Agreement 18 Section 8.2 Limitation of Liability 18 the Issuer 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 19 Section 9.1 9.01 Amendment 18 19 Section 9.2 Notices, Etc. 9.02 Notices 20 Section 9.3 9.03 Severability Clause 20 21 Section 9.4 9.04 Counterparts 21 Section 9.05 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 9.9 Severability 9.06 Relationship of Provisions the Parties 21 Section 9.10 Binding Effect 9.07 Captions 21 Section 9.11 Cumulative Remedies 21 9.08 Waivers 22 Section 9.12 Nonpetition Covenant 21 9.09 Assignment 22 Section 9.13 Submission to Jurisdiction9.10 Benefit of the Agreement; Waiver of Jury Trial 21 Section 9.14 Third-Party Beneficiaries 22 Exhibit A – Agreed Upon Procedures 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 is made and entered into as of October 11, 2023 (this “Agreement”), entered into as of the 15th day of July 2020, by and between CAPITAL ONE PRIME AUTO RECEIVABLES among BMW VEHICLE OWNER TRUST 20232020-2A, a Delaware statutory trust (the “Issuer”), CAPITAL ONEBMW FINANCIAL SERVICES NA, NATIONAL ASSOCIATIONLLC, a national banking association Delaware limited liability company (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 5.1 5.01 Representations and Warranties of the Asset Representations Reviewer 10 9 Section 5.2 5.02 Limitation of Liability 10 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.3 5.04 Indemnification of Asset Representations Reviewer 11 Section 5.4 Indemnification by Asset Representations Reviewer 12 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; SUCCESSOR ASSET REPRESENTATION REVIEWER RESIGNATION 13 Section 6.1 Eligibility Requirements for Asset Representations Reviewer 13 Section 6.2 Resignation and 6.01 Removal of Asset Representations Reviewer 13 Section 6.3 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 6.4 Merger, Consolidation or Succession 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 7.1 7.01 Confidential Information 15 Section 7.2 7.02 Safeguarding Personally Identifiable Information 17 16 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 Section 8.1 8.01 Termination of this Agreement 18 Section 8.2 Limitation of Liability the Issuer 18 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 Section 9.1 9.01 Amendment 18 19 Section 9.2 Notices, Etc. 20 9.02 Notices 19 Section 9.3 9.03 Severability Clause 20 Section 9.4 9.04 Counterparts 21 Section 9.05 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 9.9 Severability 9.06 Relationship of Provisions the Parties 21 Section 9.07 Captions 21 Section 9.08 Waivers 21 Section 9.09 Assignment 21 Section 9.10 Binding Effect 21 Section 9.11 Cumulative Remedies 21 Section 9.12 Nonpetition Covenant 21 Section 9.13 Submission to JurisdictionBenefit of the Agreement; Waiver of Jury Trial 21 Section 9.14 Third-Party Beneficiaries 21 Section 9.11 Exhibits 22 Exhibit A – Agreed Upon Procedures 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 is made and entered into as of October 11, 2023 (this “Agreement”), entered into as of the 15th day of February 2023, by and between CAPITAL ONE PRIME AUTO RECEIVABLES among BMW VEHICLE LEASE TRUST 2023-21, a Delaware statutory trust (the “Issuer”), CAPITAL ONEBMW FINANCIAL SERVICES NA, NATIONAL ASSOCIATIONLLC, a national banking association Delaware limited liability company (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 Section 5.1 5.01 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.2 5.02 Limitation of Liability 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.3 5.04 Indemnification of Asset Representations Reviewer 11 12 Section 5.4 5.05 Proceedings 12 TABLE OF CONTENTS Page Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 TABLE OF CONTENTS (continued) Page ARTICLE VI. REMOVAL, RESIGNATION; SUCCESSOR ASSET REPRESENTATION REVIEWER RESIGNATION 13 Section 6.1 Eligibility Requirements for Asset Representations Reviewer 13 Section 6.2 Resignation and 6.01 Removal of Asset Representations Reviewer 13 Section 6.3 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 6.4 Merger, Consolidation or Succession 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 7.1 7.01 Confidential Information 15 Section 7.2 7.02 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 19 Section 8.1 8.01 Termination of this Agreement 18 Section 8.2 Limitation of Liability 18 the Issuer 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 19 Section 9.1 9.01 Amendment 18 19 Section 9.2 Notices, Etc. 9.02 Notices 20 Section 9.3 9.03 Severability Clause 20 21 Section 9.4 9.04 Counterparts 21 Section 9.05 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 9.9 Severability 9.06 Relationship of Provisions the Parties 21 Section 9.10 Binding Effect 9.07 Captions 21 Section 9.11 Cumulative Remedies 21 9.08 Waivers 22 Section 9.12 Nonpetition Covenant 21 9.09 Assignment 22 Section 9.13 Submission to Jurisdiction9.10 Benefit of the Agreement; Waiver of Jury Trial 21 Section 9.14 Third-Party Beneficiaries 22 Exhibit A – Agreed Upon Procedures 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 is made and entered into as of October 11, 2023 (this “Agreement”), entered into as of the 18th day of September 2019, by and between CAPITAL ONE PRIME AUTO RECEIVABLES among BMW VEHICLE OWNER TRUST 20232019-2A, a Delaware statutory trust (the “Issuer”), CAPITAL ONEBMW FINANCIAL SERVICES NA, NATIONAL ASSOCIATIONLLC, a national banking association Delaware limited liability company (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 Section 5.1 5.01 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.2 5.02 Limitation of Liability 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.3 5.04 Indemnification of Asset Representations Reviewer 11 12 Section 5.4 5.05 Proceedings 12 TABLE OF CONTENTS Page Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 TABLE OF CONTENTS (continued) Page ARTICLE VI. REMOVAL, RESIGNATION; SUCCESSOR ASSET REPRESENTATION REVIEWER RESIGNATION 13 Section 6.1 Eligibility Requirements for Asset Representations Reviewer 13 Section 6.2 Resignation and 6.01 Removal of Asset Representations Reviewer 13 Section 6.3 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 6.4 Merger, Consolidation or Succession 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 7.1 7.01 Confidential Information 15 Section 7.2 7.02 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 19 Section 8.1 8.01 Termination of this Agreement 18 Section 8.2 Limitation of Liability 18 the Issuer 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 19 Section 9.1 9.01 Amendment 18 19 Section 9.2 Notices, Etc. 9.02 Notices 20 Section 9.3 9.03 Severability Clause 20 21 Section 9.4 9.04 Counterparts 21 Section 9.05 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 9.9 Severability 9.06 Relationship of Provisions the Parties 21 Section 9.10 Binding Effect 9.07 Captions 21 Section 9.11 Cumulative Remedies 21 9.08 Waivers 22 Section 9.12 Nonpetition Covenant 21 9.09 Assignment 22 Section 9.13 Submission to Jurisdiction9.10 Benefit of the Agreement; Waiver of Jury Trial 21 Section 9.14 Third-Party Beneficiaries 22 Exhibit A – Agreed Upon Procedures 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 is made and entered into as of October 11, 2023 (this “Agreement”), entered into as of the 18th day of May 2022, by and between CAPITAL ONE PRIME AUTO RECEIVABLES among BMW VEHICLE OWNER TRUST 20232022-2A, a Delaware statutory trust (the “Issuer”), CAPITAL ONEBMW FINANCIAL SERVICES NA, NATIONAL ASSOCIATIONLLC, a national banking association Delaware limited liability company (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 Section 5.1 5.01 Representations and Warranties of the Asset Representations Reviewer 10 Section 5.2 5.02 Limitation of Liability 11 Section 5.03 Inspections of Asset Representations Reviewer 11 Section 5.3 5.04 Indemnification of Asset Representations Reviewer 11 12 Section 5.4 5.05 Proceedings 12 TABLE OF CONTENTS Page Section 5.06 Delegation of Obligations 12 Section 5.07 Indemnification by Asset Representations Reviewer 12 TABLE OF CONTENTS (continued) Page ARTICLE VI. REMOVAL, RESIGNATION; SUCCESSOR ASSET REPRESENTATION REVIEWER RESIGNATION 13 Section 6.1 Eligibility Requirements for Asset Representations Reviewer 13 Section 6.2 Resignation and 6.01 Removal of Asset Representations Reviewer 13 Section 6.3 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 6.4 Merger, Consolidation or Succession 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 7.1 7.01 Confidential Information 15 Section 7.2 7.02 Safeguarding Personally Identifiable Information 17 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 19 Section 8.1 8.01 Termination of this Agreement 18 Section 8.2 Limitation of Liability 18 the Issuer 19 ARTICLE IX. MISCELLANEOUS PROVISIONS 18 19 Section 9.1 9.01 Amendment 18 19 Section 9.2 Notices, Etc. 9.02 Notices 20 Section 9.3 9.03 Severability Clause 20 Section 9.4 9.04 Counterparts 21 Section 9.05 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 9.9 Severability 9.06 Relationship of Provisions the Parties 21 Section 9.10 Binding Effect 9.07 Captions 21 Section 9.11 Cumulative Remedies 9.08 Waivers 21 Section 9.12 Nonpetition Covenant 21 9.09 Assignment 22 Section 9.13 Submission to Jurisdiction9.10 Benefit of the Agreement; Waiver of Jury Trial 21 Section 9.14 Third-Party Beneficiaries 22 Exhibit A – Agreed Upon Procedures 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 is made and entered into as of October 11, 2023 (this “Agreement”), entered into as of the 18th day of July 2023, by and between CAPITAL ONE PRIME AUTO RECEIVABLES among BMW VEHICLE OWNER TRUST 2023-2A, a Delaware statutory trust (the “Issuer”), CAPITAL ONEBMW FINANCIAL SERVICES NA, NATIONAL ASSOCIATIONLLC, a national banking association Delaware limited liability company (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 5.1 5.01 Representations and Warranties of the Asset Representations Reviewer 10 9 Section 5.2 5.02 Limitation of Liability of Asset Representations Reviewer 11 10 Section 5.3 5.03 Indemnification of Asset Representations Reviewer 11 10 Section 5.4 5.04 Indemnification by Asset Representations Reviewer 12 10 TABLE OF CONTENTS (continued) Page ARTICLE VI. REMOVAL, RESIGNATION; SUCCESSOR ASSET REPRESENTATION REVIEWER 13 11 Section 6.1 6.01 Eligibility Requirements for Asset Representations Reviewer 13 11 Section 6.2 6.02 Resignation and Removal of Asset Representations Reviewer 13 11 Section 6.3 6.03 Successor Asset Representations Reviewer 14 12 Section 6.4 6.04 Merger, Consolidation or Succession 14 12 ARTICLE VII. TREATMENT OF CONFIDENTIAL INFORMATION 15 13 Section 7.1 7.01 Confidential Information 15 13 Section 7.2 7.02 Safeguarding Personally Identifiable Information 17 14 ARTICLE VIII. OTHER MATTERS PERTAINING TO THE ISSUER 18 15 Section 8.1 8.01 Termination of this Agreement 18 15 Section 8.2 8.02 Limitation of Liability 18 15 ARTICLE IX. MISCELLANEOUS PROVISIONS 16 Section 9.01 Amendment 16 Section 9.02 Notices, Etc 17 Section 9.03 Severability Clause 17 Section 9.04 Counterparts 17 Section 9.05 Governing Law 18 Section 9.1 Amendment 9.06 Headings 18 Section 9.2 Notices, Etc. 20 9.07 Counterparts 18 Section 9.3 Severability Clause 20 9.08 Waivers 18 Section 9.4 Governing Law 20 Section 9.5 Headings 20 Section 9.6 Counterparts 20 Section 9.7 Waivers 20 Section 9.8 9.09 Entire Agreement 21 18 Section 9.9 9.10 Severability of Provisions 21 18 Section 9.10 9.11 Binding Effect 21 18 Section 9.11 9.12 Cumulative Remedies 21 18 Section 9.12 9.13 Nonpetition Covenant 21 19 Section 9.13 9.14 Submission to Jurisdiction; Waiver of Jury Trial 21 19 Section 9.14 9.15 Third-Party Beneficiaries 22 Exhibit A – Agreed Upon Procedures 19 ASSET REPRESENTATIONS REVIEW AGREEMENT This ASSET REPRESENTATIONS REVIEW AGREEMENT is made and entered into as of October 11the [ ] day of [ ], 2023 20[ ] (this “Agreement”), by and between CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2023Santander Drive Auto Receivables Trust 20[ ]-2[ ], a Delaware statutory trust (the “Issuer”), CAPITAL ONESantander Consumer USA Inc., NATIONAL ASSOCIATION, a national banking association an Illinois corporation (the “BankSCUSA”, 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] (“Xxxxxxx[ ]”, and in its capacity as asset representations reviewer, the “Asset Representations Reviewer”).