 I have owned many of the upscale brands including Mercedes to Lexus. I am very pleasantly surprised at how the Azera stands up to the higher-priced spread in comparison. The exterior style isn't necessarily a show-stopper but my black and tan Limited with 19 inch wheels stills looks pretty cool coming down the street. The interior is top quality with heated, perforated leather seating, a great sound system and plenty of room -- front and back. The 293 hp engine has plenty of acceleration and gets up to cruising speed on the highway very quickly and smoothly. And a big, big plus is high 20's mileage with regular gas. I considered a pre-owned 5-series Beemer but am very happy that I chose the Azera. This car has all the bells and whistles for under $40K... hard not to give it a chance.