Common use of Dispute Resolution Clause in Contracts

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request by the RPA Seller, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration or binding arbitration pursuant to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Seller agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If the Owner Trustee or any Investor Noteholder or Verified Note Owner requests (eachby written notice to TMCC or the Seller) (any such party making a request, a the “Requesting Party”) requests ), that the RPA Seller repurchase any a Receivable pursuant be repurchased due to an alleged breach of a representation and warranty in Section 2.03(c) 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) days of the receipt of notice such request by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the request by the RPA SellerIndenture), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.02. In order Dispute resolution to make a resolve repurchase requestrequests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of such Requesting Party will provide a notice stating and the request to the RPA Seller. (b) date as of which such 180-day period shall have ended. The Requesting Party will must provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding to the RPA Seller, with a copy to Seller within thirty (30) days after the Issuer, delivery of such notice of the Purchaser, end of the Owner Trustee and the Indenture Trustee180-day period. The RPA Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s mediation procedures its Mediation Procedures in effect at such timeon the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that Party submits a Repurchase Request to the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) 7.02 of this Agreement and the repurchase request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA Seller, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or binding arbitration pursuant to this Section 5.147.17. In order Dispute resolution to make a resolve any repurchase request, such Requesting Party request will provide a notice stating be available regardless of whether the request Noteholders vote to the RPA Sellerdirect an Asset Representations Review. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 7.07 of its intention to refer the matter to mediation, mediation (including non-binding arbitration arbitration) or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the PurchaserDepositor, the Owner Trustee and the Indenture Trustee. The RPA Seller agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase requestRepurchase Request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, Requesting Party or the Indenture Trustee Seller or become the subject of a subsequent repurchase request Repurchase Request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties Requesting Party and the Seller as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the partiesRequesting Party and the Seller, and if the parties Requesting Party and the Seller are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Requesting Party shall not be required to pay more than the applicable Repurchase Purchased Amount with respect to any Receivable receivable which the RPA Seller such Requesting Party is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties Requesting Party and the Seller as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the partiesRequesting Party and the Seller. For binding arbitration, the arbitrator’s determination of the arbitrator will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties Requesting Party and the Seller and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitrationarbitrations) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties Requesting Party and the Seller will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase requestRepurchase Request, any meetings or discussions regarding any unfulfilled repurchase requestRepurchase Request, mediations or arbitration proceedings conducted under this Section 5.147.17, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' Requesting Party and the Seller’s attempt to resolve an unfulfilled repurchase requestRepurchase Request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.147.17) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerRequesting Party, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.147.17), if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If any the Purchaser, the Issuer, the Owner Trustee (in its discretion or at the direction of a Certificateholder pursuant to the Trust Agreement) or the Indenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (each, a the “Requesting Party”) requests that the RPA Seller Santander Consumer repurchase any Receivable pursuant to Section 2.03(c) of this Agreement 3.4 and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerSantander Consumer, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation (including nonbinding arbitration) or binding arbitration pursuant to this Section 5.143.7; provided, however, that (i) if the Indenture Trustee declines to act in accordance with this Section 3.7 at the direction of a Noteholder or Note Owner due to the failure of such Noteholder or Note Owner to offer the Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Noteholder or Note Owner shall be deemed to be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this Section 3.7 at the direction of a Certificateholder due to the failure of such Certificateholder to offer the Owner Trustee security or indemnity reasonably satisfactory to the Owner Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Certificateholder shall be deemed to be a “Requesting Party.” If the Requesting Party is the Indenture Trustee or the Owner Trustee acting at the direction of a Noteholder, Note Owner or Certificateholder, as applicable, the Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the direction of such Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. In order Xxxxxxxxx Consumer will inform the Requesting Party in writing upon a determination by Santander Consumer that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Purchaser on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such repurchase. A failure of Santander Consumer to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by Santander Consumer that no repurchase of that Receivable due to a breach of Section 3.3 is required. The monthly distribution report filed by the Purchaser on Form 10-D for the Collection Period in which a repurchase demand is made and for each subsequent Collection Period until such repurchase demand is resolved or the related Receivable is repurchased, shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation (including nonbinding arbitration) or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a repurchase request, such Requesting Party will provide a notice stating the request to pursue dispute resolution pursuant to this Section 3.7, the RPA SellerIndenture Trustee shall act at the direction of the Noteholders or Note Owners, as applicable, holding a majority of the Note Balance of the Notes held by such directing Noteholders and/or Note Owners. If more than one Certificateholder has directed the Owner Trustee in connection with a request to pursue dispute resolution pursuant to this Section 3.7, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 3.7(a). (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 4.2 of its intention to refer the matter to mediation, non-binding arbitration mediation (including nonbinding arbitration) or binding arbitration, as applicable, to the RPA SellerSantander Consumer, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Seller Xxxxxxxxx Consumer agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration Santander Consumer shall be binding upon the Requesting Party, provide notice to the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that Santander Consumer has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner TrusteeTrustee (acting at the direction of a Certificateholder), or and the Indenture Trustee (acting at the direction of a Noteholder or become Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding arbitration) or arbitration pursuant to this Section 3.7 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a subsequent repurchase request determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party in mediation is (including non-binding arbitrationi) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), arbitrationany decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, courtand (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or otherwisearbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (c) If the Requesting Party selects mediation (including nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Santander Consumer shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable receivable which the RPA Seller Santander Consumer is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding No person may bring a putative or certified class action to arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding nonbinding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerSantander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.143.7, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.143.7) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerSantander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)3.7, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request by the RPA Seller, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration or binding arbitration pursuant to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Seller Sxxxxx agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx sue in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If any Investor the Servicer, the Trust, the Owner Trustee or a Noteholder (each, a “Requesting Party”) requests that the RPA Seller and/or Exeter repurchase any a Receivable pursuant due to an alleged breach of a representation and warranty in Section 2.03(c5.1 of the Purchase Agreement or in Section 3.2(a) of this Agreement (each, a “Repurchase Request”), and the repurchase request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request Repurchase Request by the RPA SellerSeller or Exeter, as the case may be (which resolution may take the form of a repurchase of the related Receivable by the Seller or Exeter, as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a cure of the condition that led to the related breach in the manner set forth herein or in the Purchase Agreement), the Requesting Party will have the right to may refer the matter, at in its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or binding third-party arbitration pursuant by providing notice to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating Exeter and the request Seller within ninety (90) days after the date on which the Form 10-D is filed that relates to the RPA Seller. (b) The Requesting Party will provide notice in accordance with Collection Period during which the provisions of Section 5.04 of its intention to refer the matter to mediation, nonrelated 180-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trusteeday period ended. The RPA Seller agrees that it will and Exeter agree to participate in the dispute resolution method selected by the Requesting Party. Any settlement agreement reached in If a mediation and any decision by an arbitrator in Noteholder sends a binding arbitration shall be binding upon Repurchase Request to the Requesting Party, the Purchaser, the Issuer, the Owner Indenture Trustee, and the Indenture Trustee with respect shall promptly forward such Repurchase Request to the Receivable that is the subject matter of the repurchase requestSeller and/or Exeter, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by as applicable. (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by a nationally recognized arbitration and the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation association selected by stated in this Section 3.4(b), the Requesting Party pursuant to such association’s mediation procedures in effect at such timethis Section 3.4(b) will control. (ii) A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The fees mediator must be impartial, an attorney admitted to practice in the State of New York and expenses have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties will use commercially reasonable efforts to begin the mediation within fifteen (15) Business Days of the selection of the mediator and to conclude the mediation within thirty (30) days of the start of the mediation. (iv) Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (iiiv) The mediator will be impartial, knowledgeable about and experienced with If the laws parties fail to agree at the completion of the State of New York that are relevant mediation, the Requesting Party may refer the Repurchase Request to binding arbitration under this Section 3.4 or adjudicate the repurchase dispute and will be appointed from a list of neutrals maintained by the AAAin court. (dc) If the Requesting Party selects arbitration as the resolution method, the following provisions will applyfor dispute resolution: (i) The arbitration will be administered by a nationally recognized the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an associationstated in this Section 3.4(c), the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such timethis Section 3.4(c) will control. (ii) The A single arbitrator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York that are relevant to the dispute hereunder and will be appointed ADR Organization from a list of neutrals maintained by AAAit according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterits selection. The arbitrator will resolve the dispute in accordance with according to the terms of this AgreementAgreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator will determine and award the costs expenses of the arbitration (including filing fees, the fees of the arbitrator, cost expense of any record or transcript of the arbitration, arbitration and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For The final determination of the arbitrator in binding arbitration, the arbitrator’s determination arbitration will be final and non-appealable (absent manifest error)appealable, except for actions to confirm or vacate the determination permitted under federal or state State law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivv) By selecting binding arbitration, the Requesting Party waives is giving up the right to sxx sue in court, including the right to a trial by jury. (evi) The following provisions Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will apply to both mediations bring its claims in a court of competent jurisdiction. (including non-binding d) For each mediation or arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or such other arbitrator or at another location mutually agreed to selected by the Requesting Party and the RPA Seller;Seller or Exeter. Any party or witness may participate by teleconference or video conference. (ii) Notwithstanding this dispute resolution provisionThe Seller, Exeter and the parties Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided if such relief would otherwise be is available by law; Other than as publicly available with . (iii) Neither the Commission or otherwise publicly disclosed, the details and/or existence Seller nor Exeter will be required to produce personally identifiable customer information for purposes of any unfulfilled repurchase requestmediation or arbitration. The existence and details of any unresolved Repurchase Request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.14proceedings, including all offers, promises, conduct the nature and statements, whether oral amount of any relief sought or written, made in the course of the parties' attempt to resolve an unfulfilled repurchase requestgranted, any information exchanged in connection with any mediation, offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with any the mediation or arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.143.4 (collectively, the “Representatives”)), except (A) other than as required to be disclosed in accordance with applicable by law, regulatory requirements, requirement or court order or order, (B) to the extent that the RPA SellerExeter, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party(C) to the Asset Representations Reviewer, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives or the Asset Representations Reviewer, as applicable, to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationconfidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party (to the extent not prohibited by law, court order, or regulatory authority) and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulationconfidential information. If, in the absence of a protective order, such party or any of its representatives Representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that Party submits a Repurchase Request to the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) 7.02 of this Agreement and the repurchase request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA Seller, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or binding arbitration pursuant to this Section 5.147.17. In order Dispute resolution to make a resolve any repurchase request, such Requesting Party request will provide a notice stating be available regardless of whether the request Noteholders vote to the RPA Sellerdirect an Asset Representations Review. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 7.07 of its intention to refer the matter to mediation, mediation (including non-binding arbitration arbitration) or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the PurchaserDepositor, the Owner Trustee and the Indenture Trustee. The RPA Seller agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase requestRepurchase Request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, Requesting Party or the Indenture Trustee Seller or become the subject of a subsequent repurchase request Repurchase Request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties Requesting Party and the Seller as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the partiesRequesting Party and the Seller, and if the parties Requesting Party and the Seller are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Requesting Party shall not be required to pay more than the applicable Repurchase Purchased Amount with respect to any Receivable receivable which the RPA Seller such Requesting Party is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties Requesting Party and the Seller as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the partiesRequesting Party and the Seller. For binding arbitration, the arbitrator’s determination of the arbitrator will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties Requesting Party and the Seller and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx sue in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitrationarbitrations) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties Requesting Party and the Seller will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase requestRepurchase Request, any meetings or discussions regarding any unfulfilled repurchase requestRepurchase Request, mediations or arbitration proceedings conducted under this Section 5.147.17, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' Requesting Party and the Seller’s attempt to resolve an unfulfilled repurchase requestRepurchase Request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.147.17) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerRequesting Party, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.147.17), if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that the RPA Seller Receivable is subject to repurchase any Receivable pursuant to Section 2.03(c) 3.4 of this Agreement, which repurchase is not resolved in accordance with the terms of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-one hundred eighty (180) days of after notice is delivered to the receipt of notice of the request Bank by the RPA Sellera Requesting Investor, the Requesting Party Investor providing such notice (the “Requesting Party”) will have the right to refer the matter, at its discretion, to mediation, noneither third-binding arbitration party mediation (including nonbinding arbitration) or binding arbitration pursuant to this Section 5.143.11 and the Bank is hereby deemed to consent to the selected resolution method. In order to make a repurchase requestAt the end of the 180-day period described above, such the Bank may provide notice informing the Requesting Party will provide a notice stating of the status of its request to or, in the RPA Seller. (b) absence of any such notice, the Requesting Party may presume that its request remains unresolved. The Requesting Party will must provide written notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding mediation (including nonbinding arbitration) or arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture TrusteeBank within thirty (30) days following such 180th day. The RPA Seller Bank agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (cb) If the Requesting Party selects mediation (including nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The the mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party American Arbitration Association (the “AAA”) pursuant to such association’s mediation procedures its Commercial Arbitration Rules and Mediation Procedures in effect at such time.the time the mediation is initiated (the “Rules”); provided, that if any of the provisions in the Rules are inconsistent with the procedures for the mediation or arbitration stated in this Agreement, the procedures in this Agreement will control; (ii) the mediator must be a Qualified Dispute Resolution Professional. Upon being supplied a list, by the AAA, of at least ten (10) potential mediators that are each Qualified Dispute Resolution Professionals, each of the Requesting Party and the Bank will have the right to exercise two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The AAA will select the mediator from the remaining potential mediators on the list, respecting the preference choices of the parties to the extent possible; (iii) each of the Requesting Party and the Bank will use commercially reasonable efforts to begin the mediation within ten (10) Business Days of the selection of the mediator and to conclude the mediation within thirty (30) days of the start of the mediation; (iv) the fees and expenses of the mediation will be allocated as mutually agreed by the parties Requesting Party and the Bank as part of the mediation; and (v) a failure by the Requesting Party and the Bank to resolve a disputed matter through mediation shall not preclude either party from seeking a resolution of such matter through the initiation of a judicial proceeding in a court of competent jurisdiction, subject to Section 3.11(d) below. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (dc) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New Yorkaccordance with the United States Arbitration Act, New York or such other location mutually agreed to by notwithstanding any choice of law provision in this Agreement, and under the Requesting Party auspices of the AAA and in accordance with the RPA SellerRules; (ii) Notwithstanding this dispute resolution provision, if the parties will have repurchase request specified in Section 3.11(a) involves the right to seek provisional relief from a competent court repurchase of law, including a temporary restraining order, preliminary injunction or attachment order, provided an aggregate amount of Receivables with an aggregate Outstanding Principal Balance of less than five percent (5%) of the total Outstanding Principal Balance of the Receivables as of the date of such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information a single arbitrator will be kept strictly confidential and will not used. That arbitrator must be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If the Owner Trustee or any Investor Noteholder or Verified Note Owner requests (eachby written notice to TMCC or the Seller) (any such party making a request, a the “Requesting Party”) requests ), that the RPA Seller repurchase any a Receivable pursuant be repurchased due to an alleged breach of a representation and warranty in Section 2.03(c) 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) days of the receipt of notice such request by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the request by the RPA SellerIndenture), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.02. In order Dispute resolution to make a resolve repurchase requestrequests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of such Requesting Party will provide a notice stating and the request to the RPA Seller. (b) date as of which such 180-day period shall have ended. The Requesting Party will must provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding to the RPA Seller, with a copy to Seller within thirty (30) days after the Issuer, delivery of such notice of the Purchaser, end of the Owner Trustee and the Indenture Trustee180-day period. The RPA Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s mediation procedures its Mediation Procedures in effect at such timeon the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (dc) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at such timeon the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller;York. (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or and existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.02), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remediesconfidential information. (e) The sole duties and obligations of the Indenture Trustee under this Section 11.02 are to forward requests for repurchases, consistent with the applicable requirements of law and regulation. Ifto provide notices, in each case in the absence of limited circumstances described in Section 11.02(a), and the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration nor to determine if a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedrepurchase request has been resolved.

Dispute Resolution. (a) If the Owner Trustee or any Investor Noteholder or Verified Note Owner requests (eachby written notice to TMCC or the Seller) (any such party making a request, a the “Requesting Party”) requests ), that the RPA Seller repurchase any a Receivable pursuant be repurchased due to an alleged breach of a representation and warranty in Section 2.03(c) 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) days of the receipt of notice of the such request by TMCC or the RPA Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be forwarded to TMCC and the Seller), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.02. In order Dispute resolution to make a resolve repurchase requestrequests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of such Requesting Party will provide and the date as of which such 180-day period shall have ended; provided, that the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration nor to determine if a notice stating repurchase request has been resolved within the request to the RPA Seller. (b) applicable 180-day period. The Requesting Party will must provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding to the RPA Seller, with a copy to Seller within thirty (30) days after the Issuer, delivery of such notice of the Purchaser, end of the Owner Trustee and the Indenture Trustee180-day period. The RPA Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s mediation procedures its Mediation Procedures in effect at such timeon the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (dc) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at such timeon the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller;York; and (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.02), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedconfidential information.

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request by the RPA Seller, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration or binding arbitration pursuant to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Seller agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If the Owner Trustee or any Investor Noteholder or Verified Note Owner requests (eachby written notice to TMCC or the Seller) (any such party making a request, a the “Requesting Party”) requests ), that the RPA Seller repurchase any a Receivable pursuant be repurchased due to an alleged breach of a representation and warranty in Section 2.03(c) 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) days of the receipt of notice such request by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the request by the RPA SellerIndenture), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.02. In order Dispute resolution to make a resolve repurchase requestrequests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of such Requesting Party will provide a notice stating and the request to the RPA Seller. (b) date as of which such 180-day period shall have ended. The Requesting Party will must provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding to the RPA Seller, with a copy to Seller within thirty (30) days after the Issuer, delivery of such notice of the Purchaser, end of the Owner Trustee and the Indenture Trustee180-day period. The RPA Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s mediation procedures its Mediation Procedures in effect at such timeon the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (dc) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at such timeon the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx sue in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller;York. (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or and existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.02), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remediesconfidential information. (e) The sole duties and obligations of the Indenture Trustee under this Section 11.02 are to forward requests for repurchases, consistent with the applicable requirements of law and regulation. Ifto provide notices, in each case in the absence of limited circumstances described in Section 11.02(a), and the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration nor to determine if a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedrepurchase request has been resolved.

Dispute Resolution. (a) If any Investor the Servicer, the Trust, the Owner Trustee or a Noteholder (each, a “Requesting Party”) requests that the RPA Seller and/or Exeter repurchase any a Receivable pursuant due to an alleged breach of a representation and warranty in Section 2.03(c5.1 of the Purchase Agreement or in Section 3.2(a) of this Agreement (each, a “Repurchase Request”), and the repurchase request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request Repurchase Request by the RPA SellerSeller or Exeter, as the case may be (which resolution may take the form of a repurchase of the related Receivable by the Seller or Exeter, as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a cure of the condition that led to the related breach in the manner set forth herein or in the Purchase Agreement), the Requesting Party will have the right to may refer the matter, at in its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or binding third-party arbitration pursuant by providing notice to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating Exeter and the request Seller within ninety (90) days after the date on which the Form 10-D is filed that relates to the RPA Seller. (b) The Requesting Party will provide notice in accordance with Collection Period during which the provisions of Section 5.04 of its intention to refer the matter to mediation, nonrelated 180-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trusteeday period ended. The RPA Seller agrees that it will and Exeter agree to participate in the dispute resolution method selected by the Requesting Party. Any settlement agreement reached in If a mediation and any decision by an arbitrator in Noteholder sends a binding arbitration shall be binding upon Repurchase Request to the Requesting Party, the Purchaser, the Issuer, the Owner Indenture Trustee, and the Indenture Trustee with respect shall promptly forward such Repurchase Request to the Receivable that is the subject matter of the repurchase requestSeller and/or Exeter, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by as applicable. (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by a nationally recognized arbitration and the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation association selected by stated in this Section 3.4(b), the Requesting Party pursuant to such association’s mediation procedures in effect at such timethis Section 3.4(b) will control. (ii) A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The fees mediator must be impartial, an attorney admitted to practice in the State of New York and expenses have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties will use commercially reasonable efforts to begin the mediation within fifteen (15) Business Days of the selection of the mediator and to conclude the mediation within thirty (30) days of the start of the mediation. (iv) Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (iiiv) The mediator will be impartial, knowledgeable about and experienced with If the laws parties fail to agree at the completion of the State of New York that are relevant mediation, the Requesting Party may refer the Repurchase Request to binding arbitration under this Section 3.4 or adjudicate the repurchase dispute and will be appointed from a list of neutrals maintained by the AAAin court. (dc) If the Requesting Party selects arbitration as the resolution method, the following provisions will applyfor dispute resolution: (i) The arbitration will be administered by a nationally recognized the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an associationstated in this Section 3.4(c), the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such timethis Section 3.4(c) will control. (ii) The A single arbitrator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York that are relevant to the dispute hereunder and will be appointed ADR Organization from a list of neutrals maintained by AAAit according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterits selection. The arbitrator will resolve the dispute in accordance with according to the terms of this AgreementAgreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator will determine and award the costs expenses of the arbitration (including filing fees, the fees of the arbitrator, cost expense of any record or transcript of the arbitration, arbitration and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For The final determination of the arbitrator in binding arbitration, the arbitrator’s determination arbitration will be final and non-appealable (absent manifest error)appealable, except for actions to confirm or vacate the determination permitted under federal or state State law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivv) By selecting binding arbitration, the Requesting Party waives is giving up the right to sxx sue in court, including the right to a trial by jury. (evi) The following provisions Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will apply to both mediations bring its claims in a court of competent jurisdiction. (including non-binding d) For each mediation or arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or such other arbitrator or at another location mutually agreed to selected by the Requesting Party and the RPA Seller;Seller or Exeter. Any party or witness may participate by teleconference or video conference. (ii) Notwithstanding this dispute resolution provisionThe Seller, Exeter and the parties Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided if such relief would otherwise be is available by law; Other than as publicly available with . (iii) Neither the Commission or otherwise publicly disclosed, the details and/or existence Seller nor Exeter will be required to produce personally identifiable customer information for purposes of any unfulfilled repurchase requestmediation or arbitration. The existence and details of any unresolved Repurchase Request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.14proceedings, including all offers, promises, conduct the nature and statements, whether oral amount of any relief sought or written, made in the course of the parties' attempt to resolve an unfulfilled repurchase requestgranted, any information exchanged in connection with any mediation, offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with any the mediation or arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.143.4 (collectively, the “Representatives”)), except (A) other than as required to be disclosed in accordance with applicable by law, regulatory requirements, requirement or court order or order, (B) to the extent that the RPA SellerExeter, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.or

Dispute Resolution. (a) If any Investor the Servicer, the Trust, the Owner Trustee or a Noteholder (each, a “Requesting Party”) requests that the RPA Seller and/or Exeter repurchase any a Receivable pursuant due to an alleged breach of a representation and warranty in Section 2.03(c5.1 of the Purchase Agreement or in Section 3.2(a) of this Agreement (each, a “Repurchase Request”), and the repurchase request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request Repurchase Request by the RPA SellerSeller or Exeter, as the case may be (which resolution may take the form of a repurchase of the related Receivable by the Seller or Exeter, as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a cure of the condition that led to the related breach in the manner set forth herein or in the Purchase Agreement), the Requesting Party will have the right to may refer the matter, at in its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or binding third-party arbitration pursuant by providing notice to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating Exeter and the request Seller within ninety (90) days after the date on which the Form 10-D is filed that relates to the RPA Seller. (b) The Requesting Party will provide notice in accordance with Collection Period during which the provisions of Section 5.04 of its intention to refer the matter to mediation, nonrelated 180-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trusteeday period ended. The RPA Seller agrees that it will and Exeter agree to participate in the dispute resolution method selected by the Requesting Party. Any settlement agreement reached in If a mediation and any decision by an arbitrator in Noteholder sends a binding arbitration shall be binding upon Repurchase Request to the Requesting Party, the Purchaser, the Issuer, the Owner Indenture Trustee, and the Indenture Trustee with respect shall promptly forward such Repurchase Request to the Receivable that is the subject matter of the repurchase requestSeller and/or Exeter, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by as applicable. (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by a nationally recognized arbitration and the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation association selected by stated in this Section 3.4(b), the Requesting Party pursuant to such association’s mediation procedures in effect at such timethis Section 3.4(b) will control. (ii) A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The fees mediator must be impartial, an attorney admitted to practice in the State of New York and expenses have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties will use commercially reasonable efforts to begin the mediation within fifteen (15) Business Days of the selection of the mediator and to conclude the mediation within thirty (30) days of the start of the mediation. (iv) Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (iiiv) The mediator will be impartial, knowledgeable about and experienced with If the laws parties fail to agree at the completion of the State of New York that are relevant mediation, the Requesting Party may refer the Repurchase Request to binding arbitration under this Section 3.4 or adjudicate the repurchase dispute and will be appointed from a list of neutrals maintained by the AAAin court. (dc) If the Requesting Party selects arbitration as the resolution method, the following provisions will applyfor dispute resolution: (i) The arbitration will be administered by a nationally recognized the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an associationstated in this Section 3.4(c), the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such timethis Section 3.4(c) will control. (ii) The A single arbitrator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York that are relevant to the dispute hereunder and will be appointed ADR Organization from a list of neutrals maintained by AAAit according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterits selection. The arbitrator will resolve the dispute in accordance with according to the terms of this AgreementAgreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator will determine and award the costs expenses of the arbitration (including filing fees, the fees of the arbitrator, cost expense of any record or transcript of the arbitration, arbitration and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For The final determination of the arbitrator in binding arbitration, the arbitrator’s determination arbitration will be final and non-appealable (absent manifest error)appealable, except for actions to confirm or vacate the determination permitted under federal or state State law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivv) By selecting binding arbitration, the Requesting Party waives is giving up the right to sxx xxx in court, including the right to a trial by jury. (evi) The following provisions Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will apply to both mediations bring its claims in a court of competent jurisdiction. (including non-binding d) For each mediation or arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or such other arbitrator or at another location mutually agreed to selected by the Requesting Party and the RPA Seller;Seller or Exeter. Any party or witness may participate by teleconference or video conference. (ii) Notwithstanding this dispute resolution provisionThe Seller, Exeter and the parties Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided if such relief would otherwise be is available by law; Other than as publicly available with . (iii) Neither the Commission or otherwise publicly disclosed, the details and/or existence Seller nor Exeter will be required to produce personally identifiable customer information for purposes of any unfulfilled repurchase requestmediation or arbitration. The existence and details of any unresolved Repurchase Request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.14proceedings, including all offers, promises, conduct the nature and statements, whether oral amount of any relief sought or written, made in the course of the parties' attempt to resolve an unfulfilled repurchase requestgranted, any information exchanged in connection with any mediation, offers or statements made and any discovery taken in connection with any arbitration (collectivelythe proceeding will be confidential, “Confidential Information”), shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, purpose in any other mediation, arbitration or litigationarbitration, litigation or other proceeding (including any proceeding under proceeding. The parties will keep this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed disclose or discussed discuss it with any third party (other than a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)advisors, as reasonably required in connection with any resolution procedure the mediation or arbitration proceeding under this Section 5.143.4), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationconfidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party (to the extent not prohibited by law, court order, or regulatory authority) and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedconfidential information.

Dispute Resolution. (a) If any the Seller, the Issuer, the Owner Trustee (in its discretion or at the direction of a Certificateholder pursuant to the Trust Agreement) or the Indenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (each, a the “Requesting Party”) requests that the RPA Seller Santander Consumer repurchase any Receivable pursuant to Section 2.03(c) of this Agreement 3.4 and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerSantander Consumer, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation (including nonbinding arbitration) or binding arbitration pursuant to this Section 5.143.7; provided, however, that (i) if the Indenture Trustee declines to act in accordance with this Section 3.7 at the direction of a Noteholder or Note Owner due to the failure of such Noteholder or Note Owner to offer the Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Noteholder or Note Owner shall be deemed to be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this Section 3.7 at the direction of a Certificateholder due to the failure of such Certificateholder to offer the Owner Trustee security or indemnity reasonably satisfactory to the Owner Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Certificateholder shall be deemed to be a “Requesting Party.” If the Requesting Party is the Indenture Trustee or the Owner Trustee acting at the direction of a Noteholder, Note Owner or Certificateholder, as applicable, the Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the direction of such Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. In order Xxxxxxxxx Consumer will inform the Requesting Party in writing upon a determination by Santander Consumer that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such repurchase. A failure of Santander Consumer to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by Santander Consumer that no repurchase of that Receivable due to a breach of Section 3.3 is required. The monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which a repurchase demand is made and for each subsequent Collection Period until such repurchase demand is resolved or the related Receivable is repurchased, shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation (including nonbinding arbitration) or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a repurchase request, such Requesting Party will provide a notice stating the request to pursue dispute resolution pursuant to this Section 3.7, the RPA SellerIndenture Trustee shall act at the direction of the Noteholders or Note Owners, as applicable, holding a majority of the Note Balance of the Notes held by such directing Noteholders and/or Note Owners. If more than one Certificateholder has directed the Owner Trustee in connection with a request to pursue dispute resolution pursuant to this Section 3.7, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 3.7(a). (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 4.2 of its intention to refer the matter to mediation, non-binding arbitration mediation (including nonbinding arbitration) or binding arbitration, as applicable, to the RPA SellerSantander Consumer, with a copy to the Issuer, the PurchaserSeller, the Owner Trustee and the Indenture Trustee. The RPA Seller Xxxxxxxxx Consumer agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration Santander Consumer shall be binding upon provide notice to the Requesting Party, the PurchaserSeller, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that Santander Consumer has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the PurchaserSeller, the Issuer, the Owner TrusteeTrustee (acting at the direction of a Certificateholder), or and the Indenture Trustee (acting at the direction of a Noteholder or become Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding arbitration) or arbitration pursuant to this Section 3.7 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a subsequent repurchase request determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party in mediation is (including non-binding arbitrationi) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), arbitrationany decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, courtand (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or otherwisearbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (c) If the Requesting Party selects mediation (including nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Santander Consumer shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable receivable which the RPA Seller Santander Consumer is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding No person may bring a putative or certified class action to arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding nonbinding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerSantander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.143.7, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.143.7) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerSantander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)3.7, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If (i) the Issuer or the Indenture Trustee (acting on behalf of the Noteholders) or (ii) any Investor Noteholder or Verified Note Owner requests, by written notice to (eachx) the Indenture Trustee (which will be forwarded to the related Originator or the Servicer as applicable) or (y) the related Originator or the Servicer (in the case of Receivables transferred by the Master Trust) (any such party making a request, a the “Requesting Party”) requests ), that a Receivable be reacquired or acquired due to an alleged breach of the RPA Seller repurchase any Eligibility Representation with respect to that Receivable pursuant to as set forth in Section 2.03(c) 3.3 of this the Originator Receivables Transfer Agreement or Section 3.3 of the Master Trust Receivables Transfer Agreement, respectively, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) days of the receipt of notice of the such request by the RPA Sellerrelated Originator or the Servicer (in the case of Receivables transferred by the Master Trust), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.2. In order Dispute resolution to make resolve reacquisition or acquisition requests will be available regardless of whether Noteholders and Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Depositor will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party (directly if the Requesting Party is a repurchase request, Noteholder and through the applicable Clearing Agency for distribution to such Requesting Party will provide a notice stating Party, if the request to the RPA Seller. (b) The Requesting Party will provide notice is a Note Owner, in accordance with the provisions rules of Section 5.04 such Clearing Agency) no later than five (5) Business Days after the end of the 180-day period of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of the Requesting Party and the date as of which that 180-day period shall have ended; provided, that the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration to determine if a reacquisition or acquisition request has been resolved within the applicable 180-day period. The Requesting Party must provide notice of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicableor to institute a legal proceeding, to the RPA Seller, with a copy to Depositor within thirty (30) days after the Issuer, delivery of notice of the Purchaser, end of the Owner Trustee and the Indenture Trustee180-day period. The RPA Seller agrees that it Depositor will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon For the Requesting Party, the Purchaser, the Issueravoidance of doubt, the Owner TrusteeTrustee shall have no obligation whatsoever to participate in any dispute resolution, and mediation or arbitration to determine if a reacquisition or acquisition request has been resolved within the applicable 180-day period. For the avoidance of doubt, if the Indenture Trustee with respect does not agree to the Receivable that is the subject matter of the repurchase request, and, pursue or otherwise be involved in that situation, issues relating to that Receivable may not be re-litigated by the Purchaserresolving any reacquisition or acquisition request or dispute resolution proceeding, the Issuer, the Owner Trustee, related Noteholders or Verified Note Owners may independently pursue dispute resolution in respect of such reacquisition or acquisition. If the Indenture Trustee brings a dispute resolution action based on Noteholder direction to do so, the “Requesting Party” shall be deemed to be the requesting Note Owners (or become the subject party to the arbitration) for purposes of the dispute resolution proceeding, including allocation of fees and expenses. The Indenture Trustee shall not be liable for any costs, expenses and/or liabilities allocated to a subsequent repurchase request by Requesting Party as part of the dispute resolution proceeding. Further, the Indenture Trustee shall be under no obligation under this Agreement, any other Transaction Document or otherwise to monitor reacquisition or acquisition activity or to independently determine which reacquisition or acquisition requests remain unresolved after 180 days. (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s mediation procedures its Mediation Procedures in effect at such timeon the date the arbitration is filed. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (dc) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if AAA pursuant its Arbitration Rules in effect on the parties are unable to agree on an association, date the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such timeis filed. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Depositor of its selection of arbitration, (ii) one to be appointed by the Depositor within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring class or collective claims in arbitration even if the Arbitration Rules would allow them. Notwithstanding anything herein to the contrary, the arbitral panel may award money or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller;York; and (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase reacquisition or acquisition request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.2, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase reacquisition or acquisition request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.2). Such This information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.2), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedconfidential information.

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request by the RPA Seller, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration or binding arbitration pursuant to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Seller agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx xxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If (i) the Issuer or the Indenture Trustee (acting on behalf of the Noteholders) or (ii) any Investor Noteholder or Verified Note Owner requests, by written notice to (eachx) the Indenture Trustee (which will be forwarded to the related Originator or the Servicer as applicable) or (y) the related Originator or the Servicer (in the case of Receivables transferred by the Master Trust) (any such party making a request, a the “Requesting Party”) requests ), that a Receivable be reacquired or acquired due to an alleged breach of the RPA Seller repurchase any Eligibility Representation with respect to that Receivable pursuant to as set forth in Section 2.03(c) 3.3 of this the Originator Receivables Transfer Agreement or Section 3.3 of the Master Trust Receivables Transfer Agreement, respectively, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) days of the receipt of notice of the such request by the RPA Sellerrelated Originator or the Servicer (in the case of Receivables transferred by the Master Trust), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.2. In order Dispute resolution to make resolve reacquisition or acquisition requests will be available regardless of whether Noteholders and Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Depositor will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party (directly if the Requesting Party is a repurchase request, Noteholder and through the applicable Clearing Agency for distribution to such Requesting Party will provide a notice stating Party, if the request to the RPA Seller. (b) The Requesting Party will provide notice is a Note Owner, in accordance with the provisions rules of Section 5.04 such Clearing Agency) no later than five (5) Business Days after the end of the 180-day period of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of the Requesting Party and the date as of which that 180-day period shall have ended; provided, that the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration to determine if a reacquisition or acquisition request has been resolved within the applicable 180-day period. The Requesting Party must provide notice of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicableor to institute a legal proceeding, to the RPA Seller, with a copy to Depositor within thirty (30) days after the Issuer, delivery of notice of the Purchaser, end of the Owner Trustee and the Indenture Trustee180-day period. The RPA Seller agrees that it Depositor will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon For the Requesting Party, the Purchaser, the Issueravoidance of doubt, the Owner TrusteeTrustee shall have no obligation whatsoever to participate in any dispute resolution, and mediation or arbitration to determine if a reacquisition or acquisition request has been resolved within the applicable 180-day period. For the avoidance of doubt, if the Indenture Trustee with respect does not agree to the Receivable that is the subject matter of the repurchase request, and, pursue or otherwise be involved in that situation, issues relating to that Receivable may not be re-litigated by the Purchaserresolving any reacquisition or acquisition request or dispute resolution proceeding, the Issuer, the Owner Trustee, related Noteholders or Verified Note Owners may independently pursue dispute resolution in respect of such reacquisition or acquisition. If the Indenture Trustee brings a dispute resolution action based on Noteholder direction to do so, the “Requesting Party” shall be deemed to be the requesting Note Owners (or become the subject party to the arbitration) for purposes of the dispute resolution proceeding, including allocation of fees and expenses. The Indenture Trustee shall not be liable for any costs, expenses and/or liabilities allocated to a subsequent repurchase request by Requesting Party as part of the dispute resolution proceeding. Further, the Indenture Trustee shall be under no obligation under this Agreement, any other Transaction Document or otherwise to monitor reacquisition or acquisition activity or to independently determine which reacquisition or acquisition requests remain unresolved after one-hundred eighty (180) days. (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s mediation procedures its Mediation Procedures in effect at such timeon the date the arbitration is filed. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (dc) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if AAA pursuant its Arbitration Rules in effect on the parties are unable to agree on an association, date the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such timeis filed. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Depositor of its selection of arbitration, (ii) one to be appointed by the Depositor within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring class or collective claims in arbitration even if the Arbitration Rules would allow them. Notwithstanding anything herein to the contrary, the arbitral panel may award money or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller;York; and (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase reacquisition or acquisition request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.2, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase reacquisition or acquisition request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.2). Such This information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.2), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedconfidential information.

Dispute Resolution. (a) If any the Purchaser, the Issuer, the Grantor Trust, the Owner Trustee (acting at the written direction of a Certificateholder pursuant to the Trust Agreement) or the Indenture Trustee (acting at the written direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (each, a the “Requesting Party”) requests that the RPA Seller BAC repurchase any Receivable pursuant to Section 2.03(c) of this Agreement 3.4 and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerBAC, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation (including nonbinding arbitration) or binding arbitration pursuant to this Section 5.143.7; provided, however, that (i) if the Indenture Trustee declines to act in accordance with this Section 3.7 at the written direction of a Noteholder or Note Owner due to the failure of such Noteholder or Note Owner to offer the Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Noteholder or Note Owner shall be deemed to be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this Section 3.7 at the written direction of a Certificateholder due to the failure of such Certificateholder to offer the Owner Trustee security or indemnity reasonably satisfactory to the Owner Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Certificateholder shall be deemed to be a “Requesting Party.” If the Requesting Party is the Indenture Trustee or the Owner Trustee acting at the written direction of a Noteholder, Note Owner or Certificateholder, as applicable, the Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the written direction of such Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. In order XXX will inform the Requesting Party in writing upon a determination by BAC that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Purchaser on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such repurchase. A failure of BAC to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by BAC that no repurchase of that Receivable due to a breach of Section 3.3 is required. The monthly distribution report filed by the Purchaser on Form 10-D for the Collection Period in which a repurchase demand is made and for each subsequent Collection Period until such repurchase demand is resolved or the related Receivable is repurchased, shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation (including nonbinding arbitration) or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a repurchase request, such Requesting Party will provide a notice stating the request to pursue dispute resolution pursuant to this Section 3.7, the RPA SellerIndenture Trustee shall act at the direction of the Noteholders or Note Owners, as applicable, holding a majority of the Note Balance of the Notes held by such directing Noteholders and/or Note Owners. If more than one Certificateholder has directed the Owner Trustee in connection with a request to pursue dispute resolution pursuant to this Section 3.7, the Owner Trustee shall act at the written direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 3.7(a). (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 4.2 of its intention to refer the matter to mediation, non-binding arbitration mediation (including nonbinding arbitration) or binding arbitration, as applicable, to the RPA SellerBAC, with a copy to the Issuer, the Purchaser, the Owner Trustee Trustee, the Administrator and the Indenture Trustee. The RPA Seller XXX agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration BAC shall be binding upon the Requesting Party, provide notice to the Purchaser, the Issuer, the Owner Trustee, the Administrator and the Indenture Trustee with respect that BAC has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner TrusteeTrustee (acting at the written direction of a Certificateholder), or and the Indenture Trustee (acting at the direction of a Noteholder or become Note Owner) shall advise the Requesting Party and BAC of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding arbitration) or arbitration pursuant to this Section 3.7 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a subsequent repurchase request determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party in mediation is (including non-binding arbitrationi) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), arbitrationany decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, courtand (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or otherwisearbitration will be made by the Owner Trustee at the written direction of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (c) If the Requesting Party selects mediation (including nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller BAC shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable receivable which the RPA Seller BAC is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding No person may bring a putative or certified class action to arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding nonbinding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerBAC; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.143.7, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.143.7) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerBAC, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)3.7, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If (i) the Issuer or the Indenture Trustee (acting on behalf of the Noteholders) or (ii) any Investor Noteholder or Verified Note Owner requests, by written notice to (eachx) the Indenture Trustee (which will be forwarded to the related Originator or the Servicer as applicable) or (y) the related Originator or the Servicer (in the case of Receivables transferred by the Master Trust) (any such party making a request, a the “Requesting Party”) requests ), that a Receivable be reacquired or acquired due to an alleged breach of the RPA Seller repurchase any Eligibility Representation with respect to that Receivable pursuant to as set forth in Section 2.03(c) 3.3 of this the Originator Receivables Transfer Agreement or Section 3.3 of the Master Trust Receivables Transfer Agreement, respectively, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) days of the receipt of notice of the such request by the RPA Sellerrelated Originator or the Servicer (in the case of Receivables transferred by the Master Trust), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.2. In order Dispute resolution to make resolve reacquisition or acquisition requests will be available regardless of whether Noteholders and Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Depositor will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party (directly if the Requesting Party is a repurchase request, Noteholder and through the applicable Clearing Agency for distribution to such Requesting Party will provide a notice stating Party, if the request to the RPA Seller. (b) The Requesting Party will provide notice is a Note Owner, in accordance with the provisions rules of Section 5.04 such Clearing Agency) no later than five (5) Business Days after the end of the 180-day period of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of the Requesting Party and the date as of which that 180-day period shall have ended; provided, that the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration to determine if a reacquisition or acquisition request has been resolved within the applicable 180-day period. The Requesting Party must provide notice of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicableor to institute a legal proceeding, to the RPA Seller, with a copy to Depositor within thirty (30) days after the Issuer, delivery of notice of the Purchaser, end of the Owner Trustee and the Indenture Trustee180-day period. The RPA Seller agrees that it Depositor will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon For the Requesting Party, the Purchaser, the Issueravoidance of doubt, the Owner TrusteeTrustee shall have no obligation whatsoever to participate in any dispute resolution, and mediation or arbitration to determine if a reacquisition or acquisition request has been resolved within the applicable 180-day period. For the avoidance of doubt, if the Indenture Trustee with respect does not agree to the Receivable that is the subject matter of the repurchase request, and, pursue or otherwise be involved in that situation, issues relating to that Receivable may not be re-litigated by the Purchaserresolving any reacquisition or acquisition request or dispute resolution proceeding, the Issuer, the Owner Trustee, related Noteholders or Verified Note Owners may independently pursue dispute resolution in respect of such reacquisition or acquisition. If the Indenture Trustee brings a dispute resolution action based on Noteholder direction to do so, the “Requesting Party” shall be deemed to be the requesting Note Owners (or become the subject party to the arbitration) for purposes of the dispute resolution proceeding, including allocation of fees and expenses. The Indenture Trustee shall not be liable for any costs, expenses and/or liabilities allocated to a subsequent repurchase request by Requesting Party as part of the dispute resolution proceeding. Further, the Indenture Trustee shall be under no obligation under this Agreement, any other Transaction Document or otherwise to monitor reacquisition or acquisition activity or to independently determine which reacquisition or acquisition requests remain unresolved after 180 days. (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s mediation procedures its Mediation Procedures in effect at such timeon the date the arbitration is filed. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (dc) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if AAA pursuant its Arbitration Rules in effect on the parties are unable to agree on an association, date the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such timeis filed. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Depositor of its selection of arbitration, (ii) one to be appointed by the Depositor within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction.] (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring class or collective claims in arbitration even if the Arbitration Rules would allow them. Notwithstanding anything herein to the contrary, the arbitral panel may award money or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller;York; and (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase reacquisition or acquisition request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.2, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase reacquisition or acquisition request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.2). Such This information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.2), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedconfidential information.

Dispute Resolution. (a) If the Owner Trustee or any Investor Noteholder or Verified Note Owner requests (eachby written notice to TMCC or the Seller) (any such party making a request, a the “Requesting Party”) requests ), that the RPA Seller repurchase any a Receivable pursuant be repurchased due to an alleged breach of a representation and warranty in Section 2.03(c) 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the such request by TMCC or the RPA Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be forwarded to TMCC and the Seller), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.02. In order Dispute resolution to make a resolve repurchase requestrequests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of such Requesting Party will provide and the date as of which such 180-day period shall have ended; provided, that the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration nor to determine if a notice stating repurchase request has been resolved within the request to the RPA Seller. (b) applicable 180-day period. The Requesting Party will must provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding to the RPA Seller, with a copy to Seller within 30 days after the Issuer, delivery of such notice of the Purchaser, end of the Owner Trustee and the Indenture Trustee180-day period. The RPA Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s mediation procedures its Mediation Procedures in effect at such timeon the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within 30 Days of the selection of the mediator and to conclude the mediation within 60 days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (dc) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at such timeon the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 90 days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller;York; and (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.02), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedconfidential information.

Dispute Resolution. (a) If any the Purchaser, the Issuer, the Owner Trustee (in its discretion or at the direction of a Certificateholder pursuant to the Trust Agreement) or the Indenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (each, a the “Requesting Party”) requests that the RPA Seller Santander Consumer repurchase any Receivable pursuant to Section 2.03(c) of this Agreement 3.4 and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerSantander Consumer, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation (including nonbinding arbitration) or binding arbitration pursuant to this Section 5.143.7; provided, however, that (i) if the Indenture Trustee declines to act in accordance with this Section 3.7 at the direction of a Noteholder or Note Owner due to the failure of such Noteholder or Note Owner to offer the Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Noteholder or Note Owner shall be deemed to be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this Section 3.7 at the direction of a Certificateholder due to the failure of such Certificateholder to offer the Owner Trustee security or indemnity reasonably satisfactory to the Owner Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Certificateholder shall be deemed to be a “Requesting Party.” If the Requesting Party is the Indenture Trustee or the Owner Trustee acting at the direction of a Noteholder, Note Owner or Certificateholder, as applicable, the Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the direction of such Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. In order Xxxxxxxxx Consumer will inform the Requesting Party in writing upon a determination by Santander Consumer that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Purchaser on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such repurchase. A failure of Santander Consumer to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by Santander Consumer that no repurchase of that Receivable due to a breach of Section 3.3 is required. The monthly distribution report filed by the Purchaser on Form 10-D for the Collection Period in which a repurchase demand is made and for each subsequent Collection Period until such repurchase demand is resolved or the related Receivable is repurchased, shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation (including nonbinding arbitration) or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a repurchase request, such Requesting Party will provide a notice stating the request to pursue dispute resolution pursuant to this Section 3.7, the RPA SellerIndenture Trustee shall act at the direction of the Noteholders or Note Owners, as applicable, holding a majority of the Note Balance of the Notes held by such directing Noteholders and/or Note Owners. If more than one Certificateholder has directed the Owner Trustee in connection with a request to pursue dispute resolution pursuant to this Section 3.7, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 3.7(a). (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 4.2 of its intention to refer the matter to mediation, non-binding arbitration mediation (including nonbinding arbitration) or binding arbitration, as applicable, to the RPA SellerSantander Consumer, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Seller Santander Consumer agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration Santander Consumer shall be binding upon the Requesting Party, provide notice to the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that Santander Consumer has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner TrusteeTrustee (acting at the direction of a Certificateholder), or and the Indenture Trustee (acting at the direction of a Noteholder or become Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding arbitration) or arbitration pursuant to this Section 3.7 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a subsequent repurchase request determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party in mediation is (including non-binding arbitrationi) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), arbitrationany decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, courtand (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or otherwisearbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (c) If the Requesting Party selects mediation (including nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Santander Consumer shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable receivable which the RPA Seller Santander Consumer is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding No person may bring a putative or certified class action to arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding nonbinding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerSantander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.143.7, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.143.7) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerSantander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)3.7, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If the Depositor, the Issuer, the Servicer or the Indenture Trustee (solely at the direction of any Investor Noteholder or Verified Note Owner) requests (eachas permitted by Section 13.03 of the Indenture, and by written notice to the Sellers), or if any Noteholder or Verified Note Owner requests (by written notice to the Indenture Trustee or the Sellers) (any such party making a request, the “Requesting Party”) requests ), that a Receivable be repurchased due to an alleged breach of a representation and warranty made by the RPA Seller repurchase any Receivable Sellers pursuant to Section 2.03(c3.02(b) of this Agreement the applicable Receivables Purchase Agreement, the Servicer and the repurchase related Seller will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the such request by the RPA related Seller, as applicable, (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be forwarded to the related Seller), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.02. In order Dispute resolution to make a resolve repurchase requestrequests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Servicer will direct the Indenture Trustee to, and the Indenture Trustee will, notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party and that such Requesting Party will has to provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with related Seller and the provisions of Section 5.04 Servicer of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding within thirty (30) days after the RPA Seller, with a copy to delivery of such notice of the Issuerend of the 180-day period. For the avoidance of doubt, the Purchaser, Indenture Trustee shall be under no obligation to monitor repurchase activity or to independently determine whether a repurchase request remains unresolved at the Owner Trustee and end of the Indenture Trusteerelated 180-day period. The RPA related Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s its mediation procedures in effect at such timethe time of the proceeding. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS, each of the AAAapplicable Seller and the Requesting Party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (diii) The applicable Seller and the Requesting Party will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the applicable Seller and the Requesting Party as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at on the date of such timearbitration. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the related Seller of its selection of arbitration, (ii) one to be appointed by the related Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by the AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the proceeding. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Arbitration Rules in effect on the date of such arbitration, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York York, but any party may appear by video conference or such other location mutually agreed to by the Requesting Party and the RPA Sellerteleconference; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.02), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information confidential information; and (iii) If JAMS or seek other appropriate protective remediesthe AAA no longer exists, consistent or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, selected by BMW FS or BMW Bank, as applicable, using its relevant rules then in effect. However, if any such rules are inconsistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion terms of the Confidential Informationmediation or arbitration stated in this Agreement, such the terms of this Agreement will apply. Any mediation or arbitration will be held in New York City, but any party may disclose appear by video conference or teleconference. (iv) Under no circumstances will the Indenture Trustee, the Owner Trustee or the Issuer be liable for any expenses allocated to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedRequesting Party in any dispute resolution proceeding.

Dispute Resolution. (a) If the Owner Trustee or any Investor Noteholder or Verified Note Owner requests (eachby written notice to TMCC or the Seller) (any such party making a request, a the “Requesting Party”) requests ), that the RPA Seller repurchase any a Receivable pursuant be repurchased due to an alleged breach of a representation and warranty in Section 2.03(c) 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) days of the receipt of notice such request by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the request by the RPA SellerIndenture), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.02. In order Dispute resolution to make a resolve repurchase requestrequests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of such Requesting Party will provide a notice stating and the request to the RPA Seller. (b) date as of which such 180-day period shall have ended. The Requesting Party will must provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding to the RPA Seller, with a copy to Seller within thirty (30) days after the Issuer, delivery of such notice of the Purchaser, end of the Owner Trustee and the Indenture Trustee180-day period. The RPA Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s mediation procedures its Mediation Procedures in effect at such timeon the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (dc) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at such timeon the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller;York; and (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or and existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.02), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remediesconfidential information. (e) The sole duties and obligations of the Indenture Trustee under this Section 11.02 are to forward requests for repurchases, consistent with the applicable requirements of law and regulation. Ifto provide notices, in each case in the absence of limited circumstances described in Section 11.02(a), and the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration nor to determine if a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedrepurchase request has been resolved.

Dispute Resolution. (a) If the Depositor, the Issuer, the Servicer or the Indenture Trustee (solely at the direction of any Investor Noteholder or Verified Note Owner) requests (eachas permitted by Section 13.03 of the Indenture, and by written notice to the Sellers), or if any Noteholder or Verified Note Owner requests (by written notice to the Indenture Trustee or the Sellers) (any such party making a request, the “Requesting Party”) requests ), that a Receivable be repurchased due to an alleged breach of a representation and warranty made by the RPA Seller repurchase any Receivable Sellers pursuant to Section 2.03(c3.02(b) of this Agreement the applicable Receivables Purchase Agreement, the Servicer and the repurchase related Seller will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the such request by the RPA related Seller, as applicable, (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be forwarded to the related Seller), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.02. In order Dispute resolution to make a resolve repurchase requestrequests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Servicer will direct the Indenture Trustee to, and the Indenture Trustee will, notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party and that such Requesting Party will has to provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with related Seller and the provisions of Section 5.04 Servicer of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding within thirty (30) days after the RPA Seller, with a copy to delivery of such notice of the Issuerend of the 180-day period. For the avoidance of doubt, the Purchaser, Indenture Trustee shall be under no obligation to monitor repurchase activity or to independently determine whether a repurchase request remains unresolved at the Owner Trustee and end of the Indenture Trusteerelated 180-day period. The RPA related Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s its mediation procedures in effect at such timethe time of the proceeding. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS, each of the AAAapplicable Seller and the Requesting Party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (diii) The applicable Seller and the Requesting Party will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the applicable Seller and the Requesting Party as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at on the date of such timearbitration. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the related Seller of its selection of arbitration, (ii) one to be appointed by the related Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by the AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the proceeding. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Arbitration Rules in effect on the date of such arbitration, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York York, but any party may appear by video conference or such other location mutually agreed to by the Requesting Party and the RPA Sellerteleconference; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to informally resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own 's attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.02), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information confidential information; and (iii) If JAMS or seek other appropriate protective remediesthe AAA no longer exists, consistent or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, selected by BMW FS or BMW Bank, as applicable, using its relevant rules then in effect. However, if any such rules are inconsistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion terms of the Confidential Informationmediation or arbitration stated in this Agreement, such the terms of this Agreement will apply. Any mediation or arbitration will be held in New York City, but any party may disclose appear by video conference or teleconference. (iv) Under no circumstances will the Indenture Trustee, the Owner Trustee or the Issuer be liable for any expenses allocated to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedRequesting Party in any dispute resolution proceeding.

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that Party submits a Repurchase Request to the RPA Seller repurchase any Receivable Bank pursuant to Section 2.03(c3.3(a) of this Agreement and the repurchase request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerBank, the Requesting Party will shall have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or binding arbitration pursuant to this Section 5.143.4. In order Dispute resolution to make a resolve any repurchase request, such Requesting Party request will provide a notice stating be available regardless of whether the request Noteholders vote to the RPA Sellerdirect an Asset Representations Review. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 4.2 of its intention to refer the matter to mediation, mediation (including non-binding arbitration arbitration) or binding arbitration, as applicable, to the RPA SellerBank, with a copy to FTH LLC, the Issuer, the PurchaserDepositor, the Owner Trustee and the Indenture Trustee. The RPA Seller Bank agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, Trustee and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase requestRepurchase Request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, Requesting Party or the Indenture Trustee Bank or become the subject of a subsequent repurchase request Repurchase Request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties Requesting Party and the Bank are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Bank shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable receivable which the RPA Seller Bank is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties Requesting Party and the Bank as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the partiesRequesting Party and the Bank. For binding arbitration, the arbitrator’s determination of the arbitrator will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties Requesting Party and the Bank and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx xxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitrationarbitrations) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties Requesting Party and the Bank will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase requestRepurchase Request, any meetings or discussions regarding any unfulfilled repurchase requestRepurchase Request, mediations or arbitration proceedings conducted under this Section 5.143.4, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' Requesting Party and the Bank’s attempt to resolve an unfulfilled repurchase requestRepurchase Request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.143.4) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerBank, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)3.4, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If any the Seller, Issuer, an Investor, the Owner Trustee (acting at the direction of a Certificateholder) or the Indenture Trustee (acting at the direction of an Investor pursuant to Section 7.07 of the Indenture) (each, a the “Requesting Party”) requests that NMAC or the RPA Seller repurchase any Receivable pursuant to Section 2.03(c4.3 of the Purchase Agreement or Section 3.02 hereof, respectively, (the party or parties requested to repurchase a receivable, the “Requested Party” or “Requested Parties”) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by NMAC or the RPA Seller, as applicable, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.1410.13. In order If the Requesting Party is the Indenture Trustee or the Owner Trustee, the Indenture Trustee or the Owner Trustee, as applicable, will follow the direction of the related Investor or Certificateholder, as applicable, during the mediation or arbitration. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Investors) are Requesting Parties, then the Indenture Trustee as Requesting Party (at the direction of the Investor that directed the Indenture Trustee to make a the repurchase request, such Requesting Party will provide a notice stating ) shall have the request right to make the RPA Sellerselection of mediation or arbitration. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 10.03 of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA SellerRequested Parties, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Each of NMAC and the Seller agrees agree that it such Person will participate in the resolution method selected by the Requesting Party to the extent such Person is a Requested Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration The Requested Party shall be binding upon provide notice to the Requesting PartySeller, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that the Requested Party has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the PurchaserDepositor, the Issuer, the Owner Trustee, or Trustee and the Indenture Trustee shall advise the Requesting Party and Requested Party of an intent to join in the mediation or become arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 10.13 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded, subject to a subsequent repurchase request determination by the Requesting Party in parties to the existing mediation (including non-binding arbitration), arbitration, court, or otherwisearbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list roster of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Requested Party shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable receivable which the RPA Seller such Requested Party is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. If an Asset Review was conducted in connection with the Receivables that are the subject of the arbitration, then the arbitrator will determine the party or parties required to pay the related Asset Reviewer Fee. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, error and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding arbitration, the Requesting Party waives is waiving the right to sxx xxx in court, including the right to a trial by jury. (v) No person may bring a putative or certified class action to arbitration. (e) For the avoidance of doubt, neither the Owner Trustee nor the Indenture Trustee shall be responsible to evaluate the qualifications of any mediator or arbitrator, or for paying the costs, expenses and fees of any mediation or arbitration initiated by a Requesting Party in accordance with this Section 10.13. (f) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerRequested Parties; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the ; (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.1410.13, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable lawdisclosures required by Applicable Law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.1410.13) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerRequested Party, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)10.13, and the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. In the event that either party disagrees with any demand for indemnification by the other party, such party shall give written notice of its objections thereto within forty-five (a45) days of any claim for indemnification (“Dispute Notice”). If a party does not timely deliver a Dispute Notice, the claim for indemnity will be final and binding on the parties. If a party timely delivers a Dispute Notice, then during the 30-day period following such delivery, Seller and Purchaser shall attempt to resolve any Investor differences which they may have with respect to any matters specified in the Dispute Notice (eachwhich resolution, a “Requesting Party”) requests that if any, shall be final and binding on all parties). If, at the RPA end of such 30-day period Seller repurchase any Receivable pursuant and Purchaser shall have failed to Section 2.03(c) of this Agreement and reach written agreement with respect to all such matters, then all such matters specified in the repurchase request Dispute Notice with respect to which an agreement has not been fulfilled or otherwise resolved reached (the “Disputed Matters”) shall be submitted to and arbitrated by an independent certified public accounting firm selected by Independent members of Purchaser’s Board of Directors (the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of “Arbitrator”). The Arbitrator shall consider only the receipt of notice of the request by the RPA SellerDisputed Matters. The Arbitrator shall act promptly, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration or binding arbitration pursuant to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture TrusteeArbitrator’s decision with respect to all Disputed Matters shall be final and binding upon the parties hereto. The RPA Seller agrees that it will participate prevailing party in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect entitled to the Receivable that is reimbursement from the subject matter non-prevailing party of the repurchase request, and, prevailing party’s reasonable attorney’s and accountant’s fees and costs incurred in that situation, issues relating to that Receivable may not be re-litigated by connection with the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) . The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to resolve an unfulfilled repurchase request, any information exchanged Arbitrator incurred in connection with its review and determination of any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), Disputed Matters shall also be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to borne by the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third non-prevailing party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request by the RPA Seller, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration or binding arbitration pursuant to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Seller Xxxxxx agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx sue in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If the Owner Trustee, the Indenture Trustee, any Investor Noteholder, the Depositor or the Indenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) hereof has requested that the Servicer reallocate any 2017-3 Lease Agreement and the related 2017-3 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty with respect to such 2017-3 Lease Agreement and the related 2017-3 Leased Vehicle (each, a “Requesting PartyReallocation Request”) requests that the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) of this Agreement ), and the repurchase request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request Reallocation Request by the RPA SellerServicer (which resolution may take the form of a reallocation of the related 2017-3 Lease Agreement and the related 2017-3 Leased Vehicle to the Lending Facility Pool against payment of the related Repurchase Amount by GM Financial, a withdrawal of the related Reallocation Request by the party that originally requested the reallocation or a cure of the condition that led to the related breach in the manner set forth herein), then the Servicer or Depositor shall describe the unresolved Reallocation Request on the Form 10-D that is filed that relates to the Collection Period during with the related 180-day period ended, and any of the party that originally requested the reallocation, any Noteholder or the Indenture Trustee on behalf of certain Noteholders in accordance with the following sentence (any such Person, a “Requesting Party will have the right to Party”) may refer the matter, at in its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or binding arbitration pursuant to this Section 5.14. In order to make a repurchase requestthird-party arbitration; provided, such Requesting Party will provide a notice stating that if the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 of its intention Noteholder seeking to refer the matter to mediationmediation or arbitration is not a Noteholder of record, such Noteholder must provide the Servicer and the Indenture Trustee with a written certification stating that it is a beneficial owner of a Note, together with supporting documentation supporting that statement (which may include, but is not limited to, a trade confirmation, an account statement or a letter from a broker or dealer verifying ownership) before the Servicer will be obligated to participate in the related mediation or arbitration. Noteholders representing five percent or more of the Outstanding Amount of the most senior Class of Notes may direct the Indenture Trustee, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-binding arbitration arbitration) or binding third party arbitration, as applicabledirected by such Noteholders, on behalf of such Noteholders and to conduct such mediation or arbitration pursuant to instructions provided by such Noteholders in accordance with the Indenture. The Requesting Party shall provide notice to the RPA Seller, with a copy Sponsor and the Depositor and refer the matter to mediation or arbitration according to the Issuer, ADR Rules of the Purchaser, ADR Organization within 90 days following the Owner Trustee and date on which the Indenture TrusteeForm 10-D is filed that relates to the Collection Period during which the related 180-day period ended. The RPA Seller Servicer agrees that it will to participate in the dispute resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (cb) If the Requesting Party selects mediation as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by a nationally recognized arbitration and the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation association selected by stated in this Section 2.20, the Requesting Party pursuant to such association’s mediation procedures in effect at such timethis Section 2.20 will control. (ii) A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The fees mediator must be impartial, an attorney admitted to practice in the State of New York and expenses have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) Commercially reasonable efforts shall be used to begin the mediation within 15 Business Days after the selection of the mediator and conclude within 30 days after the start of the mediation. (iv) Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (iiiv) The mediator will be impartial, knowledgeable about and experienced with If the laws parties fail to agree at the completion of the State of New York that are relevant mediation, the Requesting Party may refer the Reallocation Request to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAAarbitration under this Section 3.13 or may initiate litigation regarding such Reallocation Request. (dc) If the Requesting Party selects arbitration as the resolution method, the following provisions will applyfor dispute resolution: (i) The arbitration will be administered by a nationally recognized the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an associationstated in this Section 2.20, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such timethis Section 2.20 will control. (ii) The A single arbitrator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York that are relevant to the dispute hereunder and will be appointed ADR Organization from a list of neutrals maintained by AAAit according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with 30 days of selection of the arbitrator and will be limited for each party to two witness depositions, each not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafterits selection. The arbitrator will resolve the dispute in accordance with according to the terms of this AgreementAgreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator will determine and award the costs expenses of the arbitration (including filing fees, the fees of the arbitrator, cost expense of any record or transcript of the arbitration, arbitration and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error)appealable, except for actions to confirm or vacate the determination permitted under federal or state State law, and may be entered and enforced in any court of competent jurisdiction. The arbitrator may not award remedies that are not consistent with jurisdiction over the parties this Agreement and the matterother Basic Documents. (ivv) By selecting binding arbitration, the Requesting Party waives is giving up the right to sxx xxx in court, including the right to a trial by jury. (evi) The following provisions Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will apply to both mediations bring its claims in a court of competent jurisdiction. (including non-binding d) For each mediation or arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or such other arbitrator or at another location mutually agreed to selected by the Requesting Party and the RPA Seller;Servicer. Any party or witness may participate by teleconference or video conference. (ii) Notwithstanding this dispute resolution provision, The Servicer and the parties Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided if such relief would otherwise be is available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence . (a) The Servicer will not be required to produce personally identifiable customer information for purposes of any unfulfilled repurchase requestmediation or arbitration. The existence and details of any unresolved Reallocation Request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.14proceedings, including all offers, promises, conduct the nature and statements, whether oral amount of any relief sought or written, made in the course of the parties' attempt to resolve an unfulfilled repurchase requestgranted, any information exchanged in connection with any mediation, offers or statements made and any discovery taken in connection with any arbitration (collectivelythe proceeding will be confidential, “Confidential Information”), shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, purpose in any other mediation, arbitration or litigationarbitration, litigation or other proceeding (including any proceeding under proceeding. The parties will keep this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed disclose or discussed discuss it with any third party (other than a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)advisors, as reasonably required in connection with any resolution procedure the mediation or arbitration proceeding under this Section 5.142.6), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationconfidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedconfidential information.

Dispute Resolution. In the event that either party disagrees with any demand for indemnification by the other party, such party shall give written notice of its objections thereto within forty-five (a45) days of any claim for indemnification ("Dispute Notice"). If a party does not timely deliver a Dispute Notice, the claim for indemnity will be final and binding on the parties. If a party timely delivers a Dispute Notice, then during the 30-day period following such delivery, Seller and Purchaser shall attempt to resolve any Investor differences which they may have with respect to any matters specified in the Dispute Notice (eachwhich resolution, a “Requesting Party”) requests that if any, shall be final and binding on all parties). If, at the RPA end of such 30-day period Seller repurchase any Receivable pursuant and Purchaser shall have failed to Section 2.03(c) of this Agreement and reach written agreement with respect to all such matters, then all such matters specified in the repurchase request Dispute Notice with respect to which an agreement has not been fulfilled or otherwise resolved reached (the "Disputed Matters") shall be submitted to and arbitrated by an independent certified public accounting firm selected by Independent members of Purchaser's Board of Directors (the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of "Arbitrator"). The Arbitrator shall consider only the receipt of notice of the request by the RPA SellerDisputed Matters. The Arbitrator shall act promptly, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration or binding arbitration pursuant to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture TrusteeArbitrator's decision with respect to all Disputed Matters shall be final and binding upon the parties hereto. The RPA Seller agrees that it will participate prevailing party in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect entitled to the Receivable that is reimbursement from the subject matter non-prevailing party of the repurchase request, and, prevailing party's reasonable attorney's and accountant's fees and costs incurred in that situation, issues relating to that Receivable may not be re-litigated by connection with the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) . The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to resolve an unfulfilled repurchase request, any information exchanged Arbitrator incurred in connection with its review and determination of any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), Disputed Matters shall also be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to borne by the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third non-prevailing party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If any the Purchaser, Issuer, an Investor, the Owner Trustee (acting at the direction of a Certificateholder) or the Indenture Trustee (acting at the direction of an Investor pursuant to Section 7.07 of the Indenture) (each, a the “Requesting Party”) requests that the RPA Seller NMAC repurchase any Receivable pursuant to Section 2.03(c4.3 (the party or parties requested to repurchase a receivable, the “Requested Party” or “Requested Parties”) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerNMAC, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.144.4. In order If the Requesting Party is the Indenture Trustee or the Owner Trustee, the Indenture Trustee or the Owner Trustee, as applicable, will follow the direction of the related Investor or Certificateholder, as applicable, during the mediation or arbitration. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Investors) are Requesting Parties, then the Indenture Trustee as Requesting Party (at the direction of the Investor that directed the Indenture Trustee to make a the repurchase request, such Requesting Party will provide a notice stating ) shall have the request right to make the RPA Sellerselection of mediation or arbitration. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 5.5 of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA SellerRequested Parties, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Seller NMAC agrees that it will participate in the resolution method selected by the Requesting Party to the extent it is a Requested Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration The Requested Party shall be binding upon the Requesting Party, provide notice to the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that the Requested Party has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or Trustee and the Indenture Trustee shall advise the Requesting Party and Requested Party of an intent to join in the mediation or become arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 4.4 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded, subject to a subsequent repurchase request determination by the Requesting Party in parties to the existing mediation (including non-binding arbitration), arbitration, court, or otherwisearbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party and conducted pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Requested Party shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable receivable which the RPA Seller such Requested Party is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. If an Asset Review was conducted in connection with the Receivables that are the subject of the arbitration, then the arbitrator will determine the party or parties required to pay the related Asset Reviewer Fee. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, error and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding arbitration, the Requesting Party waives is waiving the right to sxx sue in court, including the right to a trial by jury. (v) No person may bring a putative or certified class action to arbitration. (e) For the avoidance of doubt, neither the Owner Trustee nor the Indenture Trustee shall be responsible to evaluate the qualifications of any mediator or arbitrator, or for paying the costs, expenses and fees of any mediation or arbitration initiated by a Requesting Party in accordance with this Section 4.4. (f) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerRequested Parties; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the ; (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.144.4, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable lawdisclosures required by Applicable Law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.144.4) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerRequested Party, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)4.4, and the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If a Person, including any Investor Certificateholder or a Verified Note Owner, makes a request to Discover Funding to repurchase a Receivable pursuant to Section 2.07 of the Pooling and Servicing Agreement (each, a the “Requesting Party”) requests that the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) of this Agreement and the such repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA Sellerrelated Receivable Repurchase Event, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or binding arbitration pursuant to this Section 5.14. In order to make a repurchase request21; provided, however, that any such Requesting Party will provide a notice stating referral shall be made within 90 days of the request to delivery of the RPA Sellermonthly statement following the end of such 180 day period. (b) The Requesting Party will provide notice through DTC communication procedures or otherwise in accordance with the provisions of Section 5.04 13.05 of the Pooling and Servicing Agreement of its intention to refer the matter to mediation, mediation (including non-binding arbitration arbitration) or binding arbitration, as applicable, to the RPA Seller, with a copy Discover Funding. Discover Funding agrees to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Seller agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration Discover Funding shall be binding upon the Requesting Partyprovide notice to Discover Bank, the PurchaserNote Issuance Trust, the Issuer, the Owner Trustee, Trustee and the Indenture Trustee with respect that Discover Funding has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a the American Arbitration Association (the “AAA”) or, if the AAA no longer exists, another nationally recognized arbitration and mediation association organization selected by the Requesting Party Master Servicer, pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about appointed from a roster of neutrals maintained by the AAA and experienced with the laws of must be an attorney admitted to practice in the State of New York that are relevant to the repurchase dispute and will be appointed from a list have at least 15 years of neutrals maintained by the AAAexperience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a the AAA or, if the AAA no longer exists, another nationally recognized arbitration and mediation association jointly organization selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAAMaster Servicer, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about appointed from a roster of neutrals maintained by AAA and experienced with the laws of must be an attorney admitted to practice in the State of New York that are relevant to the dispute hereunder and will be appointed from a list have at least 15 years of neutrals maintained by AAAexperience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement and the Pooling and Servicing Agreement, and may not modify or change this Agreement or the Pooling and Servicing Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Discover Funding shall not be required to pay more than the applicable Repurchase Amount amount required under Section 2.07 of the Pooling and Servicing Agreement plus any fees and expenses related to the arbitration with respect to any Receivable which the RPA Seller such Requested Party is required to repurchase under the terms of this the Pooling and Servicing Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, error and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding arbitration, the Requesting Party waives is waiving the right to sxx xxx in court, including the right to a trial by jury. (v) No person may bring a putative or certified class action to arbitration. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerDiscover Funding; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with ; (iii) Each ADR Proceeding, including the Commission or otherwise publicly disclosedoccurrence of such ADR Proceeding, the details and/or existence nature and amount of any unfulfilled repurchase request, any meetings relief sought or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct granted and statements, whether oral or written, made in the course results of the parties' attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”)such ADR Proceeding, shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential by each of Discover Funding and will not be disclosed or discussed with any third partythe Requesting Party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required necessary in connection with a judicial challenge to or enforcement of an award, or as otherwise required by law. The Trustee and the Indenture Trustee shall have no obligation to provide any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena Certificateholder or other request for information from a third party Note Owner (other than any Certificateholder or Verified Note Owner directing the Trustee’s or Indenture Trustee’s actions, if any) with any information that it receives with respect to an ADR Proceeding by virtue of its being a governmental regulatory bodyRequesting Party. (iv) for Confidential Information, Any expenses incurred by the recipient will promptly notify Trustee or Indenture Trustee acting as the other party and will provide the other party with the opportunity Requesting Party pursuant to object this Section 21 shall be subject to reimbursement pursuant to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, terms set forth in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion Section 11.05 of the Confidential InformationPooling and Servicing Agreement and Section 806 of the Indenture, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedas applicable.

Dispute Resolution. (a) If the Depositor, the Issuer, the Servicer or the Indenture Trustee (solely at the direction of any Investor Noteholder or Verified Note Owner) requests (eachas permitted by Section 13.03 of the Indenture, and by written notice to the Sellers), or if any Noteholder or Verified Note Owner requests (by written notice to the Indenture Trustee or the Sellers) (any such party making a request, the “Requesting Party”) requests ), that a Receivable be repurchased due to an alleged breach of a representation and warranty made by the RPA Seller repurchase any Receivable Sellers pursuant to Section 2.03(c3.02(b) of this Agreement the applicable Receivables Purchase Agreement, the Servicer and the repurchase related Seller will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the such request by the RPA related Seller, as applicable, (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be forwarded to the related Seller), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.02. In order Dispute resolution to make a resolve repurchase requestrequests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Servicer will direct the Indenture Trustee to, and the Indenture Trustee will, notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party and that such Requesting Party will has to provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with related Seller and the provisions of Section 5.04 Servicer of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding within thirty (30) days after the RPA Seller, with a copy to delivery of such notice of the Issuerend of the 180-day period. For the avoidance of doubt, the Purchaser, Indenture Trustee shall be under no obligation to monitor repurchase activity or to independently determine whether a repurchase request remains unresolved at the Owner Trustee and end of the Indenture Trusteerelated 180-day period. The RPA related Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s its mediation procedures in effect at such timethe time of the proceeding. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS, each of the AAAapplicable Seller and the Requesting Party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (diii) The applicable Seller and the Requesting Party will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the applicable Seller and the Requesting Party as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at on the date of such timearbitration. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the related Seller of its selection of arbitration, (ii) one to be appointed by the related Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by the AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the proceeding. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Arbitration Rules in effect on the date of such arbitration, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx sue in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York York, but any party may appear by video conference or such other location mutually agreed to by the Requesting Party and the RPA Sellerteleconference; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.02), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information confidential information; and (iii) If JAMS or seek other appropriate protective remediesthe AAA no longer exists, consistent or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, selected by BMW FS or BMW Bank, as applicable, using its relevant rules then in effect. However, if any such rules are inconsistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion terms of the Confidential Informationmediation or arbitration stated in this Agreement, such the terms of this Agreement will apply. Any mediation or arbitration will be held in New York City, but any party may disclose appear by video conference or teleconference. (iv) Under no circumstances will the Indenture Trustee, the Owner Trustee or the Issuer be liable for any expenses allocated to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedRequesting Party in any dispute resolution proceeding.

Dispute Resolution. (a) If the Indenture Trustee requests (as permitted by Section 12.03 of the Indenture, and by written notice to the Servicer), or if any Investor Noteholder or Verified Note Owner requests (eachby written notice to the Indenture Trustee or the Servicer) (any such party making a request, a the “Requesting Party”) requests ), that the RPA Seller repurchase any Receivable pursuant a 2022-1 Lease be reallocated due to an alleged breach of a representation and warranty set forth in Section 2.03(c2.15(a) of this Agreement Servicing Supplement, the Servicer will evaluate any such request, and if the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the such request by the RPA SellerServicer (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be forwarded to the Servicer), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.144.2. In order Dispute resolution to make a repurchase requestresolve reallocation requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Servicer will direct the Indenture Trustee to, and the Indenture Trustee will, notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party and that such Requesting Party will has to provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 Servicer of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding within 30 days after the RPA Seller, with a copy to delivery of such notice of the Issuerend of the 180-day period. For the avoidance of doubt, the Purchaser, Indenture Trustee shall be under no obligation to monitor reallocation activity or to independently determine which reallocation requests remain unresolved at the Owner Trustee and the Indenture Trusteeend of such 180-day period. The RPA Seller Servicer agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s its mediation procedures in effect at such timethe time of the proceeding. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS, each of the AAAServicer and the Requesting Party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (diii) The Servicer and the Requesting Party will use commercially reasonable efforts to begin the mediation within 30 days of the selection of the mediator and to conclude the mediation within 60 days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the Servicer and the Requesting Party as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at on the date of such timearbitration. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five Business Days of providing notice to the Servicer of its selection of arbitration, (ii) one to be appointed by the Servicer within five Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by the AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the proceeding. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 90 days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the AAA’s Arbitration Rules in effect on the date of such arbitration, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this AgreementServicing Supplement, and may not modify or change this Agreement Servicing Supplement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York York, but any party may appear by video conference or such other location mutually agreed to by the Requesting Party and the RPA Sellerteleconference; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase reallocation request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.144.2, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to informally resolve an unfulfilled repurchase reallocation request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information4.2). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own 's attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.144.2), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information confidential information; and (iii) If JAMS or seek other appropriate protective remediesthe AAA no longer exists, consistent or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, as applicable, selected by BMW FS, using its relevant rules then in effect. However, if any such rules are inconsistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion terms of the Confidential Informationmediation or arbitration stated in this Servicing Supplement, such party may disclose the terms of this Servicing Supplement will apply. (iv) Under no circumstances will the Indenture Trustee, the Vehicle Trustee, the Owner Trustee or the Issuer be liable for any expenses allocated to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedRequesting Party in any dispute resolution proceeding.

Dispute Resolution. (a) If any the Seller, the Issuer, the Owner Trustee (in its discretion or at the direction of a Certificateholder pursuant to the Trust Agreement) or the Indenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (each, a the “Requesting Party”) requests that the RPA Seller Santander Consumer repurchase any Receivable pursuant to Section 2.03(c) 3.4 of this the Purchase Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerSantander Consumer, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.149.24; provided, however, that (i) if the Indenture Trustee declines to act in accordance with this Section 9.24 at the direction of a Noteholder or Note Owner due to the failure of such Noteholder or Note Owner to offer the Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Noteholder or Note Owner shall be deemed to be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this Section 9.24 at the direction of a Certificateholder due to the failure of such Certificateholder to offer the Owner Trustee reasonable security or indemnity satisfactory to the Owner Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Certificateholder shall be deemed to be a “Requesting Party.” If the Requesting Party is the Indenture Trustee or the Owner Trustee acting at the direction of a Noteholder, Note Owner or Certificateholder, as applicable, the Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the direction of such Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. In order Santander Consumer will inform the Requesting Party in writing upon a determination by Santander Consumer that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such repurchase. A failure of Santander Consumer to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by Santander Consumer that no repurchase of that Receivable due to a breach of Section 3.3 of the Purchase Agreement is required. The monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which a repurchase demand is made and for each subsequent Collection Period until such repurchase demand is resolved or the related Receivable is repurchased, shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a repurchase request, such Requesting Party will provide a notice stating the request to pursue dispute resolution pursuant to this Section 9.24, the RPA SellerIndenture Trustee shall act at the direction of the Noteholders or Note Owners, as applicable, holding a majority of the Note Balance of the Notes held by such directing Noteholders and/or Note Owners. If more than one Certificateholder has directed the Owner Trustee in connection with a request to pursue dispute resolution pursuant to this Section 9.24, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 9.24(a). (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 9.6 of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA SellerSantander Consumer, with a copy to the Issuer, the PurchaserSeller, the Owner Trustee and the Indenture Trustee. The RPA Seller Santander Consumer agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration Santander Consumer shall be binding upon provide notice to the Requesting Party, the PurchaserSeller, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that Santander Consumer has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the PurchaserSeller, the Issuer, the Owner TrusteeTrustee (acting at the direction of a Certificateholder), or and the Indenture Trustee (acting at the direction of a Noteholder or become Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 9.24 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a subsequent repurchase request determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party in mediation is (including non-binding arbitrationi) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), arbitrationany decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, courtand (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or otherwisearbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Santander Consumer shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable receivable which the RPA Seller Santander Consumer is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding No person may bring a putative or certified class action to arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerSantander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.149.24, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.149.24) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerSantander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)9.24, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If any the Seller, the Issuer, the Owner Trustee (in its discretion or at the direction of a Certificateholder pursuant to the Trust Agreement) or the Indenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (each, a the “Requesting Party”) requests that the RPA Seller Santander Consumer repurchase any Receivable pursuant to Section 2.03(c) 3.4 of this the Purchase Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerSantander Consumer, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.149.24; provided, however, that (i) if the Indenture Trustee declines to act in accordance with this Section 9.24 at the direction of a Noteholder or Note Owner due to the failure of such Noteholder or Note Owner to offer the Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Noteholder or Note Owner shall be deemed to be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this Section 9.24 at the direction of a Certificateholder due to the failure of such Certificateholder to offer the Owner Trustee security or indemnity satisfactory to the Owner Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Certificateholder shall be deemed to be a “Requesting Party.” If the Requesting Party is the Indenture Trustee or the Owner Trustee acting at the direction of a Noteholder, Note Owner or Certificateholder, as applicable, the Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the direction of such Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. In order Santander Consumer will inform the Requesting Party in writing upon a determination by Santander Consumer that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such repurchase. A failure of Santander Consumer to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by Santander Consumer that no repurchase of that Receivable due to a breach of Section 3.3 of the Purchase Agreement is required. The monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which a repurchase demand is made and for each subsequent Collection Period until such repurchase demand is resolved or the related Receivable is repurchased, shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a repurchase request, such Requesting Party will provide a notice stating the request to pursue dispute resolution pursuant to this Section 9.24, the RPA Seller.Indenture Trustee shall act at the direction of the Noteholders or Note Owners, as applicable, holding a majority of the Note Balance of the Notes held by such directing Noteholders and/or Note Owners. If more than one Certificateholder has directed the Owner Trustee in connection with a request to pursue dispute resolution pursuant to this Section 9.24, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 9.24(a). 39 Sale and Servicing Agreement (SDART 2018-3) (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 9.6 of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA SellerSantander Consumer, with a copy to the Issuer, the PurchaserSeller, the Owner Trustee and the Indenture Trustee. The RPA Seller Santander Consumer agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration Santander Consumer shall be binding upon provide notice to the Requesting Party, the PurchaserSeller, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that Santander Consumer has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the PurchaserSeller, the Issuer, the Owner TrusteeTrustee (acting at the direction of a Certificateholder), or and the Indenture Trustee (acting at the direction of a Noteholder or become Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 9.24 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a subsequent repurchase request determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party in mediation is (including non-binding arbitrationi) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), arbitrationany decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, courtand (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or otherwisearbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA.”). 40 Sale and Servicing Agreement (SDART 2018-3) (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Santander Consumer shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable receivable which the RPA Seller Santander Consumer is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding No person may bring a putative or certified class action to arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerSantander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.149.24, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with disclosures required by applicable law) for any purpose, including 41 Sale and Servicing Agreement (SDART 2018-3) impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.149.24) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerSantander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)9.24, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If any the Seller, Issuer, an Investor, the Owner Trustee (acting at the direction of a Certificateholder) or the Indenture Trustee (acting at the direction of an Investor pursuant to Section 7.07 of the Indenture) (each, a the “Requesting Party”) requests that NMAC or the RPA Seller repurchase any Receivable pursuant to Section 2.03(c4.3 of the Purchase Agreement or Section 3.02 hereof, respectively, (the party or parties requested to repurchase a receivable, the “Requested Party” or “Requested Parties”) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by NMAC or the RPA Seller, as applicable, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.1410.13. In order If the Requesting Party is the Indenture Trustee or the Owner Trustee, the Indenture Trustee or the Owner Trustee, as applicable, will follow the direction of the related Investor or Certificateholder, as applicable, during the mediation or arbitration. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Investors) are Requesting Parties, then the Indenture Trustee as Requesting Party (at the direction of the Investor that directed the Indenture Trustee to make a the repurchase request, such Requesting Party will provide a notice stating ) shall have the request right to make the RPA Sellerselection of mediation or arbitration. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 10.03 of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA SellerRequested Parties, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Each of NMAC and the Seller agrees agree that it such Person will participate in the resolution method selected by the Requesting Party to the extent such Person is a Requested Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration The Requested Party shall be binding upon provide notice to the Requesting PartySeller, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that the Requested Party has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the PurchaserDepositor, the Issuer, the Owner Trustee, or Trustee and the Indenture Trustee shall advise the Requesting Party and Requested Party of an intent to join in the mediation or become arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 10.13 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded, subject to a subsequent repurchase request determination by the Requesting Party in parties to the existing mediation (including non-binding arbitration), arbitration, court, or otherwisearbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party and conducted pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Requested Party shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable receivable which the RPA Seller such Requested Party is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. If an Asset Review was conducted in connection with the Receivables that are the subject of the arbitration, then the arbitrator will determine the party or parties required to pay the related Asset Reviewer Fee. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, error and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding arbitration, the Requesting Party waives is waiving the right to sxx xxx in court, including the right to a trial by jury. (v) No person may bring a putative or certified class action to arbitration. (e) For the avoidance of doubt, neither the Owner Trustee nor the Indenture Trustee shall be responsible to evaluate the qualifications of any mediator or arbitrator, or for paying the costs, expenses and fees of any mediation or arbitration initiated by a Requesting Party in accordance with this Section 10.13. (f) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerRequested Parties; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the ; (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.1410.13, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable lawdisclosures required by Applicable Law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.1410.13) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerRequested Party, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)10.13, and the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If the Indenture Trustee requests (as permitted by Section 12.03 of the Indenture, and by written notice to the Servicer), or if any Investor Noteholder or Verified Note Owner requests (eachby written notice to the Indenture Trustee or the Servicer) (any such party making a request, a the “Requesting Party”) requests ), that the RPA Seller repurchase any Receivable pursuant a 2019-1 Lease be reallocated due to an alleged breach of a representation and warranty set forth in Section 2.03(c2.15(a) of this Agreement Servicing Supplement, the Servicer will evaluate any such request, and if the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the such request by the RPA SellerServicer (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be forwarded to the Servicer), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.144.2. In order Dispute resolution to make a repurchase requestresolve reallocation requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Servicer will direct the Indenture Trustee to, and the Indenture Trustee will, notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party and that such Requesting Party will has to provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 Servicer of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding within 30 days after the RPA Seller, with a copy to delivery of such notice of the Issuerend of the 180-day period. For the avoidance of doubt, the Purchaser, Indenture Trustee shall be under no obligation to monitor reallocation activity or to independently determine which reallocation requests remain unresolved at the Owner Trustee and the Indenture Trusteeend of such 180-day period. The RPA Seller Servicer agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s its mediation procedures in effect at such timethe time of the proceeding. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS, each of the AAAServicer and the Requesting Party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (diii) The Servicer and the Requesting Party will use commercially reasonable efforts to begin the mediation within 30 days of the selection of the mediator and to conclude the mediation within 60 days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the Servicer and the Requesting Party as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at on the date of such timearbitration. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five Business Days of providing notice to the Servicer of its selection of arbitration, (ii) one to be appointed by the Servicer within five Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by the AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the proceeding. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 90 days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the AAA’s Arbitration Rules in effect on the date of such arbitration, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this AgreementServicing Supplement, and may not modify or change this Agreement Servicing Supplement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York York, but any party may appear by video conference or such other location mutually agreed to by the Requesting Party and the RPA Sellerteleconference; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase reallocation request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.144.2, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to informally resolve an unfulfilled repurchase reallocation request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information4.2). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own 's attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.144.2), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information confidential information; and (iii) If JAMS or seek other appropriate protective remediesthe AAA no longer exists, consistent or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, as applicable, selected by BMW FS, using its relevant rules then in effect. However, if any such rules are inconsistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion terms of the Confidential Informationmediation or arbitration stated in this Servicing Supplement, such party may disclose the terms of this Servicing Supplement will apply. (iv) Under no circumstances will the Indenture Trustee, the Vehicle Trustee, the Owner Trustee or the Issuer be liable for any expenses allocated to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedRequesting Party in any dispute resolution proceeding.

Dispute Resolution. (a) If the Depositor, the Issuer, the Servicer or the Indenture Trustee (solely at the direction of any Investor Noteholder or Verified Note Owner) requests (eachas permitted by Section 13.03 of the Indenture, and by written notice to the Sellers), or if any Noteholder or Verified Note Owner requests (by written notice to the Indenture Trustee or the Sellers) (any such party making a request, the “Requesting Party”) requests ), that a Receivable be repurchased due to an alleged breach of a representation and warranty made by the RPA Seller repurchase any Receivable Sellers pursuant to Section 2.03(c3.02(b) of this Agreement the applicable Receivables Purchase Agreement, the Servicer and the repurchase related Seller will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the such request by the RPA related Seller, as applicable, (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be forwarded to the related Seller), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.02. In order Dispute resolution to make a resolve repurchase requestrequests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Servicer will direct the Indenture Trustee to, and the Indenture Trustee will, notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party and that such Requesting Party will has to provide a notice stating the request to the RPA Seller. (b) The Requesting Party will provide notice in accordance with related Seller and the provisions of Section 5.04 Servicer of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicable, or to institute a legal proceeding within 30 days after the RPA Seller, with a copy to delivery of such notice of the Issuerend of the 180-day period. For the avoidance of doubt, the Purchaser, Indenture Trustee shall be under no obligation to monitor repurchase activity or to independently determine whether a repurchase request remains unresolved at the Owner Trustee and end of the Indenture Trusteerelated 180-day period. The RPA related Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s its mediation procedures in effect at such timethe time of the proceeding. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS, each of the AAAapplicable Seller and the Requesting Party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (diii) The applicable Seller and the Requesting Party will use commercially reasonable efforts to begin the mediation within 30 days of the selection of the mediator and to conclude the mediation within 60 days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the applicable Seller and the Requesting Party as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at on the date of such timearbitration. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five Business Days of providing notice to the related Seller of its selection of arbitration, (ii) one to be appointed by the related Seller within five Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by the AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the proceeding. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 90 days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Arbitration Rules in effect on the date of such arbitration, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York York, but any party may appear by video conference or such other location mutually agreed to by the Requesting Party and the RPA Sellerteleconference; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to informally resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own 's attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.02), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information confidential information; and (iii) If JAMS or seek other appropriate protective remediesthe AAA no longer exists, consistent or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, selected by BMW FS or BMW Bank, as applicable, using its relevant rules then in effect. However, if any such rules are inconsistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion terms of the Confidential Informationmediation or arbitration stated in this Agreement, such the terms of this Agreement will apply. Any mediation or arbitration will be held in New York City, but any party may disclose appear by video conference or teleconference. (iv) Under no circumstances will the Indenture Trustee, the Owner Trustee or the Issuer be liable for any expenses allocated to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedRequesting Party in any dispute resolution proceeding.

Dispute Resolution. (a) If any Investor Receivable is subject to repurchase pursuant to subsection 2.04(d) or Section 2.04(e) of this Agreement, which repurchase is not resolved in accordance with the terms of this Agreement within 180 days after notice is delivered to the Transferor as specified in either such subsection, the party providing such notice (each, a the “Requesting Party”) requests that the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request by the RPA Seller, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, noneither third-binding arbitration party mediation (including nonbinding arbitration) or binding arbitration pursuant to this Section 5.142.09 and the Transferor is hereby deemed to consent to the selected resolution method. In order to make a repurchase requestAt the end of the 180-day period described above, such the Representing Party (as defined below) may provide notice informing the Requesting Party will provide a notice stating of the status of its request to or, in the RPA Seller. (b) absence of any such notice, the Requesting Party may presume that its request remains unresolved. The Requesting Party will must provide written notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, non-binding mediation or arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to Transferor (in such capacity the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee“Representing Party”) within 30 calendar days following such 180th day. The RPA Seller Transferor agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (cb) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party American Arbitration Association (the “AAA”) pursuant to such association’s mediation procedures its Commercial Arbitration Rules and Mediation Procedures in effect at the time the mediation is initiated (the “Rules”); provided, that if any of the Rules are inconsistent with the procedures for the mediation or arbitration stated in this Agreement or the Series 2004-1 Supplement, the procedures in such timeapplicable document will control. (ii) The mediator must be a Qualified Dispute Resolution Professional. Upon being supplied a list by the AAA of at least 10 potential mediators that are each Qualified Dispute Resolution Professionals, each of the Requesting Party and the Representing Party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. The AAA will select the mediator from the remaining potential mediators on the list respecting the preference choices of the parties to the extent possible. (iii) Each of the Requesting Party and the Representing Party will use commercially reasonable efforts to begin the mediation within [●] Business Days of the selection of the mediator and to conclude the mediation within [●] days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties Requesting Party and the Representing Party as part of the mediation, or if no agreement is reached, at the sole discretion of the meditator. (iiiv) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained A failure by the AAARequesting Party and the Representing Party to resolve a disputed matter through mediation shall not preclude either party from seeking a resolution of such matter through the initiation of a judicial proceeding in a court of competent jurisdiction, subject to subsection 2.09(d) below. (dc) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by held in accordance with the partiesUnited States Arbitration Act, notwithstanding any choice of law provision in this Agreement, and if under the parties are unable to agree on an association, auspices of the arbitration will be administered by AAA and in accordance with the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such timeRules. (ii) The If the repurchase request specified in subsection 2.09(a) involves the repurchase of an aggregate amount of Receivables of less than $[●], a single arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will used. That arbitrator must be appointed from a Qualified Dispute Resolution Professional. Upon being supplied a list of neutrals maintained at least 10 potential arbitrators that are each Qualified Disputes Resolutions Professionals by the AAA, each of the Requesting Party and the Representing Party will have the right to exercise two peremptory challenges within [●] days and to rank the remaining potential arbitrators in order of preference. The AAA will select the arbitrator from the remaining potential arbitrators on the list respecting the preference choices of the parties to the extent possible. (iii) If the repurchase request specified in subsection 2.09(a) involves the repurchase of an aggregate amount of Receivables equal to or in excess of $[●], a three-arbitrator panel will be used. The arbitral panel will consist of three Qualified Dispute Resolution Professionals, (A) one to be appointed by the Requesting Party within five Business Days of providing notice to the Representing Party of its selection of arbitration, (B) one to be appointed by the Representing Party within five Business Days of the Requesting Party’s appointment of an arbitrator and (C) the third, who will make its final determination no later than 90 preside over the arbitral panel, to be chosen by the two party-appointed arbitrators within five Business Days of the Representing Party’s appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the relevant time periods, then the appointments will be made by the AAA pursuant to the Rules. (iv) Each arbitrator selected for any arbitration will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time the arbitration is initiated. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator selected may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (v) The Requesting Party and the Representing Party each agree that it is their intention that after consulting with the parties, the arbitrator or arbitral panel, as applicable will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within [•] days after appointment of the arbitrator or arbitral panel, as soon as practicable thereafterapplicable. The arbitrator or the arbitral panel, as applicable, will have the authority to schedule, hear and determine any and all motions, including dispositive and discovery motions, in accordance with New York law then in effect (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. Notwithstanding any other discovery that may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be limited to the following discovery in the arbitration: (A) Consistent with the expedited nature of the arbitration, the Requesting Party and the Representing Party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issue raised by any claim or counterclaim on which the producing party may rely in support of or in opposition to the claim or defense. (B) At the request of a party, the arbitrator or arbitral panel, as applicable, shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator or arbitral panel deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three per party and shall be held within 30 calendar days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator or arbitral panel, and for good cause shown. Each deposition shall be limited to a maximum of three hours’ duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information. (C) Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator or arbitral panel, which determination shall be conclusive. (D) All discovery shall be completed within 60 calendar days following the appointment of the arbitrator or the arbitral panel, as applicable; provided, that the arbitrator or the arbitral panel, as applicable will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator or the arbitral panel, as applicable, determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The Requesting Party and the Representing Party each agree that it is their intention that the arbitrator or the arbitral panel, as applicable, will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator or the arbitral panel, as applicable, will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, conducted. The Requesting Party and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller Representing Party each agree that it is required to repurchase under the terms of this Agreement. In their intention that in its final determination, the arbitrator or the arbitral panel, as applicable, will determine and award the costs of the arbitration (including the fees of the arbitratorarbitrator or the arbitral panel, as applicable, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator or the arbitral panel, as applicable, in its reasonable discretion. For the avoidance of doubt, in no event will the Trustee (when acting as Requesting Party at the direction of Investor Certificateholders) be liable in its individual capacity for any such costs. The determination of the arbitrator or the arbitral panel, as applicable, must be consistent with the provisions of this Agreement, including Section 7.01 and Section 13.17, and will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitrationThe determination of the arbitrator or the arbitral panel, as applicable, may be reconsidered once by the arbitrator or the arbitral panel, as applicable, upon the motion and at the expense of either party. Following that single reconsideration, the arbitrator’s determination of the arbitrator or the arbitral panel, as applicable, will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered in and may be enforced in in, any court with jurisdiction over the parties and the matterof competent jurisdiction. (ivvii) By selecting binding arbitration, the Requesting Party waives is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No Person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller;York. (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the . (iii) The details and/or existence of any unfulfilled repurchase requestrequest specified in subsection 2.09(a) above, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.14proceedings, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including proceeding; provided, however, that any proceeding under this Section 5.14) other than as required to discovery taken in any arbitration will be disclosed admissible in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such informationparticular arbitration. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any the related resolution procedure under this Section 5.14procedure), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulationconfidential information. If, Notwithstanding anything in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose this Section 2.09 to the party compelling disclosure only the part of contrary, any discovery taken in connection with any arbitration pursuant to subsection 2.09(c) above will be admissible in such Confidential Information that is required to be disclosedarbitration.

Dispute Resolution. (a) If any the Seller, Issuer, an Investor, the Owner Trustee (acting at the direction of a Certificateholder) or the Indenture Trustee (acting at the direction of an Investor pursuant to Section 7.07 of the Indenture) (each, a the “Requesting Party”) requests that NMAC or the RPA Seller repurchase any Receivable pursuant to Section 2.03(c4.3 of the Purchase Agreement or Section 3.02 hereof, respectively, (the party or parties requested to repurchase a receivable, the “Requested Party” or “Requested Parties”) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by NMAC or the RPA Seller, as applicable, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.1410.13. In order If the Requesting Party is the Indenture Trustee or the Owner Trustee, the Indenture Trustee or the Owner Trustee, as applicable, will follow the direction of the related Investor or Certificateholder, as applicable, during the mediation or arbitration. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Investors) are Requesting Parties, then the Indenture Trustee as Requesting Party (at the direction of the Investor that directed the Indenture Trustee to make a the repurchase request, such Requesting Party will provide a notice stating ) shall have the request right to make the RPA Sellerselection of mediation or arbitration. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 10.03 of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA SellerRequested Parties, with a copy to the Issuer, the Purchaser, the Owner Trustee and the Indenture Trustee. The RPA Each of NMAC and the Seller agrees agree that it such Person will participate in the resolution method selected by the Requesting Party to the extent such Person is a Requested Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration The Requested Party shall be binding upon provide notice to the Requesting PartySeller, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that the Requested Party has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the PurchaserDepositor, the Issuer, the Owner Trustee, or Trustee and the Indenture Trustee shall advise the Requesting Party and Requested Party of an intent to join in the mediation or become arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 10.13 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded, subject to a subsequent repurchase request determination by the Requesting Party in parties to the existing mediation (including non-binding arbitration), arbitration, court, or otherwisearbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party and conducted pursuant to such association’s mediation procedures in effect at such time.. 59 (NAROT 2019-B Sale and Servicing Agreement) (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Requested Party shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable receivable which the RPA Seller such Requested Party is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. If an Asset Review was conducted in connection with the Receivables that are the subject of the arbitration, then the arbitrator will determine the party or parties required to pay the related Asset Reviewer Fee. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, error and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding arbitration, the Requesting Party waives is waiving the right to sxx xxx in court, including the right to a trial by jury. (v) No person may bring a putative or certified class action to arbitration. (e) For the avoidance of doubt, neither the Owner Trustee nor the Indenture Trustee shall be responsible to evaluate the qualifications of any mediator or arbitrator, or for paying the costs, expenses and fees of any mediation or arbitration initiated by a Requesting Party in accordance with this Section 10.13. 60 (NAROT 2019-B Sale and Servicing Agreement) (f) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerRequested Parties; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the ; (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.1410.13, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable lawdisclosures required by Applicable Law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.1410.13) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerRequested Party, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)10.13, and the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.. 61 (NAROT 2019-B Sale and Servicing Agreement)

Dispute Resolution. (a) If (i) the Owner Trustee, the Indenture Trustee or (ii) or any Investor Noteholder or Verified Note Owner (eachwhich, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be forwarded to the related Originator or the Servicer as applicable) requests (by written notice to the related Originator or the Servicer (in the case of Receivables transferred by the Master Trust) (any such party making a request, the “Requesting Party”) requests ), that a Receivable be reacquired or acquired due to an alleged breach of the RPA Seller repurchase any Eligibility Representation with respect to that Receivable pursuant to as set forth in Section 2.03(c) 3.3 of this the Originator Receivables Transfer Agreement or Section 3.3 of the Master Trust Receivables Transfer Agreement, respectively, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) days of the receipt of notice of the such request by the RPA Sellerrelated Originator or the Servicer (in the case of Receivables transferred by the Master Trust), then the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or third-party binding arbitration pursuant to this Section 5.1411.2. In order Dispute resolution to make resolve reacquisition or acquisition requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Depositor will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party (directly if the Requesting Party is a repurchase request, Noteholder and through the applicable Clearing Agency for distribution to such Requesting Party will provide a notice stating Party, if the request to the RPA Seller. (b) The Requesting Party will provide notice is a Note Owner, in accordance with the provisions rules of Section 5.04 such Clearing Agency) no later than [five (5)] Business Days after the end of the 180-day period of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of the Requesting Party and the date as of which that 180-day period shall have ended; provided, that the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration to determine if a reacquisition or acquisition request has been resolved within the applicable 180-day period. The Requesting Party must provide notice of its intention to refer the matter to mediation, non-binding arbitration or binding to refer the matter to arbitration, as applicableor to institute a legal proceeding, to the RPA Seller, with a copy to Depositor within thirty (30) days after the Issuer, delivery of notice of the Purchaser, end of the Owner Trustee and the Indenture Trustee180-day period. The RPA Seller agrees that it Depositor will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by . (b) If the Requesting Party in selects mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) [The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party JAMS pursuant to such association’s mediation procedures its Mediation Procedures in effect at such timeon the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.] (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (dc) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) [The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted AAA pursuant to such association’s arbitration procedures its Arbitration Rules in effect at such timeon the date [of this Agreement][the arbitration is filed]. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Depositor of its selection of arbitration, (ii) one to be appointed by the Depositor within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list an attorney specializing in commercial litigation with at least 15 years of neutrals maintained by AAAexperience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitrator arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 ninety (90) days after appointment or as soon as practicable thereafterappointment. The arbitrator arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreementthem. In its final determination, the arbitrator arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitratorarbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitrator arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction.] (ivvii) By selecting binding arbitration, the Requesting Party waives selecting party is giving up the right to sxx xxx in court, including the right to a trial by jury. (eviii) No person may bring class or collective claims in arbitration even if the Arbitration Rules would allow them. Notwithstanding anything herein to the contrary, the arbitral panel may award money or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. (d) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller;York; and (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the The details and/or existence of any unfulfilled repurchase reacquisition or acquisition request, any meetings or discussions regarding any unfulfilled repurchase requestinformal meetings, mediations or arbitration proceedings conducted under this Section 5.1411.2, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to informally resolve an unfulfilled repurchase reacquisition or acquisition request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectivelyarbitration, “Confidential Information”)will be confidential, shall be and remain confidential privileged and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information11.2). Such This information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party, and except that a party may disclose such information to its own ’s attorneys, experts, accountants and other agents and representatives (collectively “Representatives”)representatives, as reasonably required in connection with any resolution procedure under this Section 5.1411.2), if the disclosing Party (a) directs such Representatives to keep the information confidentialexcept as otherwise required by law, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such informationregulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Informationsuch confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosedconfidential information.

Dispute Resolution. (a) If any Requesting Investor (each, a “Requesting Party”) requests that the RPA Seller Bank repurchase any Receivable pursuant to Section 2.03(c) 3.4 of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerBank, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.143.11. In order The Bank will inform the Requesting Party in writing upon a determination by the Bank that a Receivable subject to make a demand to repurchase will be repurchased and the monthly distribution report filed by the Depositor on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such repurchase. A failure of the Bank to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by the Bank that no repurchase of that Receivable due to a breach of Section 3.4 of this Agreement is required. The monthly distribution report filed by the Depositor on Form 10-D for the Collection Period in which a repurchase request, demand is made and for each subsequent Collection Period until such Requesting Party will provide a notice stating repurchase demand is resolved or the request to related Receivable is repurchased shall include disclosure regarding the RPA Sellerdate of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 4.2 of this Agreement of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA SellerBank, with a copy to the Issuer, the PurchaserDepositor, the Owner Trustee and the Indenture Trustee. The RPA Seller Bank agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in A Requesting Party may not initiate a mediation and any decision by an arbitrator in a binding or arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee pursuant to this Section 3.11 with respect to the a Receivable that is is, or has been, the subject matter of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the repurchase requestparticipants to such existing mediation or arbitration or unduly delay such proceeding, and, in that situation, issues relating to join an existing mediation or arbitration with respect to that Receivable may if the mediation or arbitration has not be re-litigated by yet concluded. To the Purchaserextent the parties fail to reach an agreement following any mediation initiated pursuant to this Section 3.11, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, may refer the matter to arbitration or otherwisecourt adjudication. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Bank shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable which the RPA Seller Bank is required to repurchase under the terms of this Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding No person may bring a putative or certified class action to arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerBank; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.143.11, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.143.11) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerBank, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)3.11, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If any the Seller, the Issuer, the Owner Trustee (in its discretion or at the direction of a Certificateholder pursuant to the Trust Agreement) or the Indenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (each, a the “Requesting Party”) requests that the RPA Seller Santander Consumer repurchase any Receivable pursuant to Section 2.03(c) 3.4 of this the Purchase Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerSantander Consumer, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.149.24; provided, however, that (i) if the Indenture Trustee declines to act in accordance with this Section 9.24 at the direction of a Noteholder or Note Owner due to the failure of such Noteholder or Note Owner to offer the Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Noteholder or Note Owner shall be deemed to be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this Section 9.24 at the direction of a Certificateholder due to the failure of such Certificateholder to offer the Owner Trustee security or indemnity satisfactory to the Owner Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Certificateholder shall be deemed to be a “Requesting Party.” If the Requesting Party is the Indenture Trustee or the Owner Trustee acting at the direction of a Noteholder, Note Owner or Certificateholder, as applicable, the Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the direction of such Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. In order Santander Consumer will inform the Requesting Party in writing upon a determination by Santander Consumer that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such repurchase. A failure of Santander Consumer to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by Santander Consumer that no repurchase of that Receivable due to a breach of Section 3.3 of the Purchase Agreement is required. The monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which a repurchase demand is made and for each subsequent Collection Period until such repurchase demand is resolved or the related Receivable is repurchased, shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a repurchase request, such Requesting Party will provide a notice stating the request to pursue dispute resolution pursuant to this Section 9.24, the RPA SellerIndenture Trustee shall act at the direction of the Noteholders or Note Owners, as applicable, holding a majority of the Note Balance of the Notes held by such directing Noteholders and/or Note Owners. If more than one Certificateholder has directed the Owner Trustee in connection with a request to pursue dispute resolution pursuant to this Section 9.24, the Owner Trustee shall act at the direction of the 39 Sale and Servicing Agreement (SDART 2018-1) Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 9.24(a). (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 9.6 of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA SellerSantander Consumer, with a copy to the Issuer, the PurchaserSeller, the Owner Trustee and the Indenture Trustee. The RPA Seller Santander Consumer agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration Santander Consumer shall be binding upon provide notice to the Requesting Party, the PurchaserSeller, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that Santander Consumer has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the PurchaserSeller, the Issuer, the Owner TrusteeTrustee (acting at the direction of a Certificateholder), or and the Indenture Trustee (acting at the direction of a Noteholder or become Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 9.24 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a subsequent repurchase request determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party in mediation is (including non-binding arbitrationi) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), arbitrationany decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, courtand (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or otherwisearbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA.”). 40 Sale and Servicing Agreement (SDART 2018-1) (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Santander Consumer shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable receivable which the RPA Seller Santander Consumer is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding No person may bring a putative or certified class action to arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerSantander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.149.24, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with disclosures required by applicable law) for any purpose, including 41 Sale and Servicing Agreement (SDART 2018-1) impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.149.24) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerSantander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)9.24, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If any the Seller, the Issuer, the Owner Trustee (in its discretion or at the direction of a Certificateholder pursuant to the Trust Agreement) or the Indenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (each, a the “Requesting Party”) requests that the RPA Seller Santander Consumer repurchase any Receivable pursuant to Section 2.03(c) 3.4 of this the Purchase Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerSantander Consumer, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.149.24; provided, however, that (i) if the Indenture Trustee declines to act in accordance with this Section 9.24 at the direction of a Noteholder or Note Owner due to the failure of such Noteholder or Note Owner to offer the Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Noteholder or Note Owner shall be deemed to be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this Section 9.24 at the direction of a Certificateholder due to the failure of such Certificateholder to offer the Owner Trustee reasonable security or indemnity satisfactory to the Owner Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Certificateholder shall be deemed to be a “Requesting Party.” If the Requesting Party is the Indenture Trustee or the Owner Trustee acting at the direction of a 39 Sale and Servicing Agreement (DRIVE 2018-1) Noteholder, Note Owner or Certificateholder, as applicable, the Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the direction of such Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. In order Santander Consumer will inform the Requesting Party in writing upon a determination by Santander Consumer that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such repurchase. A failure of Santander Consumer to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by Santander Consumer that no repurchase of that Receivable due to a breach of Section 3.3 of the Purchase Agreement is required. The monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which a repurchase demand is made and for each subsequent Collection Period until such repurchase demand is resolved or the related Receivable is repurchased, shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a repurchase request, such Requesting Party will provide a notice stating the request to pursue dispute resolution pursuant to this Section 9.24, the RPA SellerIndenture Trustee shall act at the direction of the Noteholders or Note Owners, as applicable, holding a majority of the Note Balance of the Notes held by such directing Noteholders and/or Note Owners. If more than one Certificateholder has directed the Owner Trustee in connection with a request to pursue dispute resolution pursuant to this Section 9.24, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 9.24(a). (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 9.6 of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA SellerSantander Consumer, with a copy to the Issuer, the PurchaserSeller, the Owner Trustee and the Indenture Trustee. The RPA Seller Santander Consumer agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration Santander Consumer shall be binding upon provide notice to the Requesting Party, the PurchaserSeller, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that Santander Consumer has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the PurchaserSeller, the Issuer, the Owner TrusteeTrustee (acting at the direction of a Certificateholder), or and the Indenture Trustee (acting at the direction of a Noteholder or become Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 9.24 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a subsequent repurchase request determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party in mediation is (including noni) the 40 Sale and Servicing Agreement (DRIVE 2018-binding arbitration1) Indenture Trustee (on behalf of one or more Noteholders or Note Owners), arbitrationany decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, courtand (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or otherwisearbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Santander Consumer shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable receivable which the RPA Seller Santander Consumer is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties of competent jurisdiction. 41 Sale and the matter.Servicing Agreement (DRIVE 2018-1) (iv) By selecting binding No person may bring a putative or certified class action to arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerSantander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.149.24, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.149.24) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerSantander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)9.24, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review. 42 Sale and Servicing Agreement (DRIVE 2018-1)

Dispute Resolution. (a) If any the Seller, the Issuer, the Owner Trustee (in its discretion or at the direction of a Certificateholder pursuant to the Trust Agreement) or the Indenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (each, a the “Requesting Party”) requests that the RPA Seller Santander Consumer repurchase any Receivable pursuant to Section 2.03(c) 3.4 of this the Purchase Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA SellerSantander Consumer, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.149.24; provided, however, that (i) if the Indenture Trustee declines to act in accordance with this Section 9.24 at the direction of a Noteholder or Note Owner due to the failure of such Noteholder or Note Owner to offer the Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Noteholder or Note Owner shall be deemed to be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this Section 9.24 at the direction of a Certificateholder due to the failure of such Certificateholder to offer the Owner Trustee security or indemnity satisfactory to the Owner Trustee against the reasonable costs, expenses, disbursement, advances and liabilities that might be incurred by it, its agents and its counsel in connection with such act, such Certificateholder shall be deemed to be a “Requesting Party.” If the Requesting Party is the Indenture Trustee or the Owner Trustee acting at the direction of a Noteholder, Note Owner or Certificateholder, as applicable, the Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the direction of such Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. In order Santander Consumer will inform the Requesting Party in writing upon a determination by Santander Consumer that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which such Receivables were repurchased shall include disclosure of such repurchase. A failure of Santander Consumer to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the receipt of notice of the request shall be deemed to be a determination by Santander Consumer that no repurchase of that Receivable due to a breach of Section 3.3 of the Purchase Agreement is required. The monthly distribution report filed by the Seller on Form 10-D for the Collection Period in which a repurchase demand is made and for each subsequent Collection Period until such repurchase demand is resolved or the related Receivable is repurchased, shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a repurchase request, such Requesting Party will provide a notice stating the request to pursue dispute resolution pursuant to this Section 9.24, the RPA Seller.Indenture Trustee shall act at the direction of the Noteholders or Note Owners, as applicable, holding a majority of the Note Balance of the Notes held by such directing Noteholders and/or Note Owners. If more than one Certificateholder has directed the Owner Trustee in connection with a request to pursue dispute resolution pursuant to this Section 9.24, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 9.24(a). 39 Sale and Servicing Agreement (SDART 2018-2) (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 9.6 of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA SellerSantander Consumer, with a copy to the Issuer, the PurchaserSeller, the Owner Trustee and the Indenture Trustee. The RPA Seller Santander Consumer agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration Santander Consumer shall be binding upon provide notice to the Requesting Party, the PurchaserSeller, the Issuer, the Owner Trustee, and the Indenture Trustee with respect that Santander Consumer has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request. Upon receipt of such notice, and, in that situation, issues relating to that Receivable may not be re-litigated by the PurchaserSeller, the Issuer, the Owner TrusteeTrustee (acting at the direction of a Certificateholder), or and the Indenture Trustee (acting at the direction of a Noteholder or become Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 9.24 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a subsequent repurchase request determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party in mediation is (including non-binding arbitrationi) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), arbitrationany decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, courtand (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or otherwisearbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA.”). 40 Sale and Servicing Agreement (SDART 2018-2) (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Santander Consumer shall not be required to pay more than the applicable Repurchase Amount Price with respect to any Receivable receivable which the RPA Seller Santander Consumer is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matterof competent jurisdiction. (iv) By selecting binding No person may bring a putative or certified class action to arbitration, the Requesting Party waives the right to sxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA SellerSantander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.149.24, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with disclosures required by applicable law) for any purpose, including 41 Sale and Servicing Agreement (SDART 2018-2) impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.149.24) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerSantander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)9.24, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that Party submits a Repurchase Request to the RPA Seller repurchase any Receivable pursuant to Section 2.03(c) 7.02 of this Agreement and the repurchase request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of such the Requesting Party within one-hundred eighty (180) 180 days of the receipt of notice of the request by the RPA Seller, the Requesting Party will have the right to refer the matter, at its discretion, to mediation, either mediation (including non-binding arbitration arbitration) or binding arbitration pursuant to this Section 5.147.17. In order Dispute resolution to make a resolve any repurchase request, such Requesting Party request will provide a notice stating be available regardless of whether the request Noteholders vote to the RPA Sellerdirect an Asset Representations Review. (b) The Requesting Party will provide notice in accordance with the provisions of Section 5.04 7.07 of its intention to refer the matter to mediation, mediation (including non-binding arbitration arbitration) or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the PurchaserDepositor, the Owner Trustee and the Indenture Trustee. The RPA Seller agrees that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase requestRepurchase Request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, Requesting Party or the Indenture Trustee Seller or become the subject of a subsequent repurchase request Repurchase Request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties Requesting Party and the Seller as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the partiesRequesting Party and the Seller, and if the parties Requesting Party and the Seller are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller Requesting Party shall not be required to pay more than the applicable Repurchase Purchased Amount with respect to any Receivable receivable which the RPA Seller such Requesting Party is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties Requesting Party and the Seller as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the partiesRequesting Party and the Seller. For binding arbitration, the arbitrator’s determination of the arbitrator will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties Requesting Party and the Seller and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sxx xxx in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitrationarbitrations) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties Requesting Party and the Seller will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase requestRepurchase Request, any meetings or discussions regarding any unfulfilled repurchase requestRepurchase Request, mediations or arbitration proceedings conducted under this Section 5.147.17, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' Requesting Party and the Seller’s attempt to resolve an unfulfilled repurchase requestRepurchase Request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.147.17) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA SellerRequesting Party, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.147.17), if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.. 15 (2022-B Receivables Purchase Agreement)

Dispute Resolution. (a) If any Investor (each, a “Requesting Party”) requests that the RPA request to Seller to repurchase any a Transferred Receivable pursuant to Section 2.03(c) of this Agreement and is not resolved by the repurchase request has not been fulfilled or otherwise resolved to end of the reasonable satisfaction 180-day period beginning on the date on which Seller receives notice of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request by the RPA Sellerrequest, then the Requesting Party will have the right to refer the matter, at its is discretion, to mediation, non-binding arbitration either mediation or binding arbitration pursuant to this Section 5.14. In order to make a repurchase request7.16; provided, however, that any such Requesting Party will provide a notice stating referral shall be made (i) within the request to applicable statute of limitations period and (ii) within [90] days of the RPA Sellerdelivery of the monthly noteholder statement following the end of such 180-day period. (b) The Requesting Party will shall provide notice in accordance with the provisions of Section 5.04 7.1 of its intention to refer the matter to mediation, non-binding arbitration mediation or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, Buyer (if not the Purchaser, the Owner Trustee and the Indenture TrusteeRequesting Party). The RPA Seller agrees that it will to participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration Seller shall be binding upon provide notice to the Requesting PartyBuyer, the Purchaser, the Issuer, the Owner Trustee, Issuer and the Indenture Trustee with respect that it has received a request to the Receivable that is the subject matter of the mediate or arbitrate a repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (c) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The the mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party association, and conducted pursuant to such association’s mediation procedures in effect at such time.; (ii) The the fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.; (iii) The the mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”); and (iv) if the parties fail to agree at the completion of the mediation, the Requesting Party may refer the repurchase request to arbitration under this Section 7.16 or may, in accordance with the terms of this Agreement and the Indenture, pursue other remedies including legal proceedings. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time.; (ii) The arbitrator will be an impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by the AAA.; (iii) The arbitrator will make its final determination no later than 90 [90] days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is repurchase price required to repurchase under be paid by the terms of this AgreementSeller in accordance with Section 6.1. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, arbitration and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s The determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination that are permitted under applicable federal or state law, law and may be entered and enforced in any court with jurisdiction over the parties and the matter.of competent jurisdiction; (iv) By selecting binding arbitration, the Requesting Party waives is waiving the right to sxx in court, including the right to a trial by jury; and (v) No Person may bring a putative or certified class action to arbitration. (e) The following provisions Seller will apply not be required to both mediations (including non-binding arbitration) and arbitrations: (i) Any produce personally identifiable information about any Obligor for purposes of any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the arbitration. The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.147.16, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' ’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted required in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.147.16) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with to any third party, and except ; provided that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively collectively, “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14)7.16, if the disclosing Party party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.