Common use of Dispute Resolution Clause in Contracts

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Purchaser, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, 3.4 and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 3.7; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 3.7 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodrepurchase demand as well as the status of such repurchase demand for each applicable Receivable. The Seller agrees 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 participate 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 request to pursue dispute resolution pursuant to this Section 3.7, the 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 method selected by pursuant to this Section 3.7, the Requesting PartyOwner 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).

Dispute Resolution. (a) If (i) the Owner Issuer or the Indenture Trustee (acting on behalf of the Noteholders) or (ii) any Noteholder or Verified Note Owner requests (requests, by written notice to TMCC (x) the Indenture Trustee (which will be forwarded to the related Originator or the SellerServicer 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, the “Requesting Party”), that a Receivable be repurchased reacquired or acquired due to an alleged breach of a representation and warranty the Eligibility Representation with respect to that Receivable as set forth in Section 3.01 3.3 of this the Originator Receivables Transfer Agreement or Section 2.03 3.3 of the Master Trust Receivables Purchase Transfer Agreement, respectively, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of such request by TMCC the related Originator or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to in the Indenture Trustee, will be required to be forwarded case of Receivables transferred by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureMaster Trust), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.0211.2. Dispute resolution to resolve repurchase 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 Seller Depositor will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party (directly if the Requesting Party is a Noteholder and through the applicable Clearing Agency for distribution to such Requesting Party, if the Requesting Party is a Note Owner, in accordance with the rules of 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 such the Requesting Party and the date as of which such 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, to refer the matter to arbitration, or to institute a legal proceeding proceeding, to the Seller Depositor within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to Depositor will participate in the resolution method selected by the Requesting Party. For the avoidance of doubt, the Owner Trustee shall have no 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. For the avoidance of doubt, if the Indenture Trustee does not agree to pursue or otherwise be involved in resolving any reacquisition or acquisition request or dispute resolution proceeding, the 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 the 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 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.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 IndentureSeller), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 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 repurchase 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, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of 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 IndentureSeller), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 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 repurchase 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, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) 30 days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If In the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice case of a dispute as to TMCC the determination of the Exercise Price or the Seller) (arithmetic calculation of the number of Warrant Shares issuable upon any such party making a requestexercise of this Warrant, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved Company shall promptly issue to the reasonable satisfaction Holder the number of the Requesting Party within one-hundred eighty (180) days of the receipt of Warrant Shares that are not disputed and resolve 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 dispute in accordance with this subsection. In the terms case of Section 7.02(d) a dispute as to the determination of the Indenture)closing price or the Volume Weighted Average Price of the Company's Common Stock or the arithmetic calculation of the Exercise Price, Market Price or any Redemption Price, or the determination of whether or not a Dilutive Issuance or a Milestone Failure has occurred, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business Days of receipt, or deemed receipt, of the Notice of Exercise or Redemption Notice or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Requesting Party will have Company shall, within two (2) Business Days submit via facsimile (i) the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party disputed determination of the date when closing price or the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice Volume Weighted Average Price of the end of the 180-day period. The Seller agrees Company's Common Stock to participate in the resolution method an independent, reputable investment bank selected by the Requesting PartyCompany and approved by the Holder, which approval shall not be unreasonably withheld, (ii) the disputed arithmetic calculation of the Exercise Price, Market Price or any Redemption Price to the Company's independent, outside accountant or (iii) the disputed facts regarding the occurrence of a Dilutive Issuance or Milestone Failure (or any other matter referred to above that is not expressly designated to the independent investment bank or the independent outside accountant pursuant to (i) or (ii) immediately above) to an expert attorney from a nationally recognized outside law firm (having at least 100 attorneys and having with no prior relationship with the Company) selected by the Company and approved by the Holder. The Company, at the Company's expense, shall cause the investment bank or the accountant, law firm, or other expert, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error (collectively, the "Dispute Resolution Procedures").

Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable upon any exercise of this Warrant, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with this subsection. In the case of a dispute as to the determination of the closing price or the Volume Weighted Average Price of the Company’s Common Stock or the arithmetic calculation of the Exercise Price, Market Price or any Redemption Price, or the determination of whether or not a Dilutive Issuance or a Milestone Failure has occurred, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (a2) Business Days of receipt, or deemed receipt, of the Notice of Exercise or Redemption Notice or other event giving rise to such dispute, as the case may be, to the Holder. If the Owner Trustee Holder and the Company are unable to agree upon such determination or calculation within two (2) Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile (i) the disputed determination of the closing price or the Volume Weighted Average Price of the Company’s Common Stock to an independent, reputable investment bank selected by the Company and approved by the Holder, which approval shall not be unreasonably withheld, (ii) the disputed arithmetic calculation of the Exercise Price, Market Price or any Noteholder Redemption Price to the Company’s independent, outside accountant or Verified Note Owner requests (by written notice iii) the disputed facts regarding the occurrence of a Dilutive Issuance or Milestone Failure (or any other matter referred to TMCC above that is not expressly designated to the independent investment bank or the Sellerindependent outside accountant pursuant to (i) or (any such party making ii) immediately above) to an expert attorney from a requestnationally recognized outside law firm (having at least 50 attorneys and having with no prior relationship with the Company) selected by the Company and approved by the Holder. The Company, at the Company’s expense, shall cause the investment bank or the accountant, law firm, or other expert, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error (collectively, the “Requesting PartyDispute Resolution Procedures”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, 3.4 and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 3.7; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 3.7 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodrepurchase demand as well as the status of such repurchase demand for each applicable Receivable. The Seller agrees 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 participate 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 request to pursue dispute resolution pursuant to this Section 3.7, the 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 method selected by pursuant to this Section 3.7, the Requesting PartyOwner 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).

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC Seller, the Issuer or the SellerIndenture Trustee (at the direction of an Investor pursuant to Section 7.4 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a VCI or the Seller repurchase any Receivable be repurchased due pursuant to an alleged breach Section 3.4 of a representation and warranty in Section 3.01 of this the Purchase Agreement or Section 2.03 of 2.4 hereof (the Receivables Purchase Agreementparty or parties requesting to repurchase a receivable, the “Requested Party” or “Requested Parties”), as applicable, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC VCI or the Seller (whichSeller, if sent by a Noteholder or Verified Note Owner to the Indenture Trusteeas applicable, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.029.24. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether If the Delinquency Trigger occurred. The Seller will provide written direction to Requesting Party is the Indenture Trustee instructing it acting at the direction of an Investor, such Investor shall make all decisions related to notify mediation or arbitration. VCI will inform the Requesting Party in writing upon a determination by VCI that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Issuer on Form 10-D for the Collection Period in which such Receivables were repurchased will include disclosure of such repurchase. A failure of VCI to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end request shall be deemed to be a determination by VCI that no repurchase of that Receivable due to a breach of Section 3.4 of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting PartyPurchase Agreement is required.

Dispute Resolution. (a) If the Purchaser, the Issuer, the Grantor Trust, the Owner Trustee or any Noteholder or Verified Note Owner requests (by acting at the written notice direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (acting at the written direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a BAC repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, 3.4 and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichBAC, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 3.7; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether act in accordance with this Section 3.7 at the Delinquency Trigger occurred. The Seller will provide 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 instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodrepurchase demand as well as the status of such repurchase demand for each applicable Receivable. The Seller agrees 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 participate 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 request to pursue dispute resolution pursuant to this Section 3.7, the 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 method selected by pursuant to this Section 3.7, the Requesting PartyOwner 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).

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If (i) the Owner Trustee Trust or any Noteholder or Verified Note Owner (ii) the Majority Public Noteholders of a Group requests (by written notice to TMCC (x) the Master Collateral Agent (which will be forwarded to the related Originator or the SellerServicer, as applicable) or (y) the related Originator or the Servicer (in the case of Receivables transferred by any Additional Transferor or designated to the related Group on a Re-Designation Date) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased reacquired or acquired due to an alleged breach of a representation and warranty the Group Eligibility Representation with respect to that Receivable as set forth in Section 3.01 3.3 of this the Originator Receivables Transfer Agreement, Section 3.3 of each Additional Transferor Receivables Transfer Agreement or Section 2.03 2.7 of the Receivables Purchase this Agreement, as applicable, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of such request by TMCC the related Originator or the Seller Servicer (which, if sent in the case of Receivables transferred 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 Indentureany Additional Transferor), then the Requesting Party Party, any Public Noteholder of the related Group or a Verified Note Owner of the related Group (each, a “Dispute Resolution Party”) will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.0211.2. Dispute resolution to resolve repurchase reacquisition or acquisition requests will be available regardless of whether Public Noteholders and Verified Note Owners of the related Group voted to direct an Asset Representations Review or whether the related Group Delinquency Trigger occurred. The Seller Depositor will provide written direction to the Indenture Trustee Master Collateral Agent instructing it to notify the Requesting Party (directly if the Requesting Party is a Noteholder and through the applicable Clearing Agency for distribution to such Requesting Party, if the Requesting Party is a Note Owner, in accordance with the rules of 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 such the Requesting Party and the date as of which such that 180-day period shall have ended; provided, that the Master Collateral Agent 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 A Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding proceeding, to the Seller Depositor within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to Depositor will participate in the resolution method selected by any Dispute Resolution Party. For the avoidance of doubt, neither the Owner Trustee nor any Indenture Trustee shall have any 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. For the avoidance of doubt, if the Master Collateral Agent does not agree to pursue or otherwise be involved in resolving any reacquisition or acquisition request or dispute resolution proceeding, any Public Noteholder of the related Group or any Verified Note Owner of the related Group may independently pursue dispute resolution in respect of such reacquisition or acquisition. If the Master Collateral Agent brings a dispute resolution action based on written direction by a Public Noteholder of a Group to do so, the “Requesting Party” and the “Dispute Resolution Party” shall be deemed to be the requesting Note Owner(s) (or the party to the arbitration) for purposes of the dispute resolution proceeding, including allocation of fees and expenses. The Master Collateral Agent shall not be liable for any costs, expenses and/or liabilities allocated to a Dispute Resolution Party as part of the dispute resolution proceeding. Further, the Master Collateral Agent shall be under no obligation under this Agreement, any other Transaction Document, any Series Related Documents 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.

Dispute Resolution. (a) If (i) the Owner Issuer or the Indenture Trustee (acting on behalf of the Noteholders) or (ii) any Noteholder or Verified Note Owner requests (requests, by written notice to TMCC (x) the Indenture Trustee (which will be forwarded to the related Originator or the SellerServicer 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, the “Requesting Party”), that a Receivable be repurchased reacquired or acquired due to an alleged breach of a representation and warranty the Eligibility Representation with respect to that Receivable as set forth in Section 3.01 3.3 of this the Originator Receivables Transfer Agreement or Section 2.03 3.3 of the Master Trust Receivables Purchase Transfer Agreement, respectively, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of such request by TMCC the related Originator or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to in the Indenture Trustee, will be required to be forwarded case of Receivables transferred by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureMaster Trust), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.0211.2. Dispute resolution to resolve repurchase 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 Seller Depositor will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party (directly if the Requesting Party is a Noteholder and through the applicable Clearing Agency for distribution to such Requesting Party, if the Requesting Party is a Note Owner, in accordance with the rules of 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 such the Requesting Party and the date as of which such 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, to refer the matter to arbitration, or to institute a legal proceeding proceeding, to the Seller Depositor within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to Depositor will participate in the resolution method selected by the Requesting Party. For the avoidance of doubt, the Owner Trustee shall have no 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. For the avoidance of doubt, if the Indenture Trustee does not agree to pursue or otherwise be involved in resolving any reacquisition or acquisition request or dispute resolution proceeding, the 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 the 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 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.

Dispute Resolution. (a) If In the Owner Trustee or event that either party disagrees with any Noteholder or Verified Note Owner requests (demand for indemnification by the other party, such party shall give written notice to TMCC or the Sellerof its objections thereto within forty-five (45) days of any claim for indemnification (any such “Dispute Notice”). If a party making does not timely deliver a requestDispute 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 differences which they may have with respect to any matters specified in the Dispute Notice (which resolution, if any, shall be final and binding on all parties). If, at the end of such 30-day period Seller and Purchaser shall have failed to reach written agreement with respect to all such matters, then all such matters specified in the Dispute Notice with respect to which an agreement has not been reached (the “Requesting PartyDisputed 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 “Arbitrator”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of . The Arbitrator shall consider only the Receivables Purchase AgreementDisputed Matters. The Arbitrator shall act promptly, and the request has not been fulfilled or otherwise resolved Arbitrator’s decision with respect to all Disputed Matters shall be final and binding upon the parties hereto. The prevailing party in the arbitration shall be entitled to the reasonable satisfaction reimbursement from the non-prevailing party of the Requesting Party within one-hundred eighty (180) days prevailing party’s reasonable attorney’s and accountant’s fees and costs incurred in connection with the arbitration. The fees and expenses of the receipt Arbitrator incurred in connection with its review and determination of such request by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will any Disputed Matters shall also be required to be forwarded borne by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 prevailing party, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If With the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC exception of the Company's or the SellerSubsidiary's right to elect to seek injunctive relief pursuant to paragraph (g) (of this Section 14, in the event of any such party making a request, dispute between either the “Requesting Party”), that a Receivable be repurchased due Company or the Subsidiary and the Employee arising out of or relating to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 its termination or any other aspect of Employee's employment, the Receivables Purchase Agreement, parties hereby agree to submit such dispute to a non-binding mediation under the American Arbitration Association's National Rules for the Resolution of Employment Disputes; Arbitration and Mediation Rules (the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party "Rules") within one-hundred eighty sixty (18060) days of the receipt of 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) notice from any one of the Indenture), then parties to another. Unless the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute parties can agree on a legal proceeding to the Seller mediator within thirty (30) days after the delivery of such notice notice, mediation shall proceed pursuant to the Rules. In the event any such dispute is not resolved by mediation, any party hereto may initiate an action or claim to enforce any provision or term of this Agreement. Each party shall bear its or his own costs and expenses (including attorney's fees) associated with any mediation, action, or claim. If any contest or dispute shall arise under this Agreement involving the employment or the termination of employment of the end Employee with the Subsidiary and its affiliates or involving the failure or refusal of the 180-day period. The Seller agrees Subsidiary or the Company to participate perform fully in accordance with the terms hereof, subject to the Company's and the Subsidiary's rights under the final sentence of Section 13 hereof, the Subsidiary shall continue to pay or provide the Employee's base salary, bonus and other compensation and benefits, at the rate and terms in effect from time to time pursuant to Section 4(a) hereof, until resolution method selected thereof and, within ten (10) days of presentation of invoices or other appropriate documentation, pay in advance all expenses, costs and fees (including, without limitation, fees and disbursements of counsel) incurred by the Requesting PartyEmployee in connection with such contest or dispute or in any other effort to establish the entitlement of the Employee to any compensation and benefits under this Agreement; provided, however, that upon a final determination by a court that the Employee is not entitled to retain any above-mentioned advances, the Employee shall reimburse the Subsidiary for any such disallowed advances.

Dispute Resolution. (a) If Any dispute under this Agreement, the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC Registration Rights Agreement or the Seller) Warrant shall be submitted to arbitration (any such party making a requestincluding, the “Requesting Party”)without limitation, that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02Article X) and shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (the "BOARD OF ARBITRATION") selected as hereinafter provided. Dispute resolution to resolve repurchase 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 Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party Each 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 Indemnified Party and the date as Indemnifying Party shall select one (1) member and the third member shall be selected by mutual agreement of which the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such 180-day period third member shall have endedthereafter be selected by the American Arbitration Association upon application made to it for such purpose by the Indemnified Party. The Requesting Party must provide notice Board of its intention to refer Arbitration shall meet on consecutive business days in Chicago, Illinois or such other place as a majority of the matter to mediationmembers of the Board of Arbitration determines more appropriate, to refer and shall reach and render a decision in writing (concurred in by a majority of the matter to arbitration, or to institute a legal proceeding members of the Board of Arbitration) with respect to the Seller within amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnified Party and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or after the delivery expiration of such notice thirty (30) calendar day period) shall be final, binding and conclusive on the Indemnified Party and the Indemnifying Party and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. Each party to any arbitration shall bear its own expense in relation thereto, including but not limited to such party's attorneys' fees, if any, and the expenses and fees of the end Board of Arbitration shall be divided between the Indemnifying Party and the Indemnified Party in the same proportion as the portion of the 180-day period. The Seller agrees to participate in the resolution method selected related claim determined by the Requesting PartyBoard of Arbitration to be payable to the Indemnified Party bears to the portion of such claim determined not to be so payable.

Dispute Resolution. (a) If Any dispute under this Agreement, the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC Registration Rights Agreement or the Seller) Warrant shall be submitted to arbitration (any such party making a requestincluding, the “Requesting Party”)without limitation, that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02Article IX) and shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (the “Board of Arbitration”) selected as hereinafter provided. Dispute resolution to resolve repurchase 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 Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party Each 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 Indemnified Party and the date as Indemnifying Party shall select one (1) member and the third member shall be selected by mutual agreement of which the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such 180-day period third member shall have endedthereafter be selected by the American Arbitration Association upon application made to it for such purpose by the Indemnified Party. The Requesting Party must provide notice Board of its intention to refer Arbitration shall meet on consecutive business days in New York, New York or such other place as a majority of the matter to mediationmembers of the Board of Arbitration determines more appropriate, to refer and shall reach and render a decision in writing (concurred in by a majority of the matter to arbitration, or to institute a legal proceeding members of the Board of Arbitration) with respect to the Seller within amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnified Party and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or after the delivery expiration of such notice thirty (30) calendar day period) shall be final, binding and conclusive on the Indemnified Party and the Indemnifying Party and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. Each party to any arbitration shall bear its own expense in relation thereto, including but not limited to such party’s attorneys’ fees, if any, and the expenses and fees of the end Board of Arbitration shall be paid initially one-half by each of the 180-day period. The Seller agrees to participate Indemnifying Party and the Indemnified Party, but then apportioned between the Indemnifying Party and the Indemnified Party in the resolution method selected same proportion as the portion of the related claim determined by the Requesting PartyBoard of Arbitration to be payable to the Indemnified Party bears to the portion of such claim determined not to be so payable.

Dispute Resolution. (a) If Newco, on the Owner Trustee or any Noteholder or Verified Note Owner requests (one hand, and Xxxxxxx, on the other hand, shall by written notice to TMCC the other, appoint respective principal points of contact (each, a “Service Coordinator”) who shall be responsible for the day-to-day implementation or monitoring (as applicable) of the Seller) Services, including attempted resolution of any issues that may arise during the performance of the Parties’ obligations under this Agreement. In addition, Xxxxxxx will appoint an executive sponsor (any such party making a request, the “Requesting PartyXxxxxxx Executive Sponsor”) by written notice to Newco, and Newco will appoint an executive sponsor (the “Newco Executive Sponsor”) by written notice to Xxxxxxx. In the event that the Service Coordinators are unable to resolve any issues regarding the performance of the Services hereunder after a period of ten (10) days (the “Disputed Issues”), that the Disputed Issues may be referred to a Receivable separation management committee (the “Separation Management Committee”), which shall be repurchased due at least four (4) persons and solely comprised of an equal number of members of Xxxxxxx’x and Newco’s management teams responsible for acquisition integration. If the Separation Management Committee is unable to an alleged breach reach resolution on any Disputed Issues after a period of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreementseven (7) days, and the request has not been fulfilled or otherwise resolved such Disputed Issues shall be submitted to the reasonable satisfaction of the Requesting Party Xxxxxxx Executive Sponsor and Newco Executive Sponsor for resolution within one-hundred eighty seven (1807) days of and any unresolved disputes after such seven (7) day period, the receipt of 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 Parties may pursue an Action in accordance with the terms of Section 7.02(d) of the Indenture18(l); provided, then the Requesting Party will have the however, that nothing herein shall prevent or limit either Party’s right to refer seek temporary, preliminary or permanent equitable, including injunctive, relief. Without limiting the matterforegoing, any resolution of such Disputed Issues agreed to in writing by the Xxxxxxx Executive Sponsor and the Newco Executive Sponsor shall be considered final and binding upon the Parties. For the avoidance of doubt, unless otherwise directed in writing by the Recipient, the Provider shall continue to provide all Services during the pendency of any dispute hereunder. Unless otherwise mutually agreed to by the Parties, all communications relating to the Services shall be directed first, to the Service Coordinators and second, to the Separation Management Committee. The initial Service Coordinators shall be set forth on Exhibit [A] attached hereto and the Parties may replace their respective Service Coordinator(s) at any time by providing written notice to the other Party. Each Party may replace its members on the Separation Management Committee at any time by providing written notice to the other Party, and each of Xxxxxxx and Newco may replace the Xxxxxxx Executive Sponsor and the Newco Executive Sponsor, respectively, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 Seller will provide any time by providing written direction notice 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting other Party.

Dispute Resolution. The Closing Statement shall become final and binding on Seller and Buyer as to the Adjustment Amount thirty (a30) If days following the Owner Trustee or any Noteholder or Verified Note Owner requests date the Closing Statement is received by Seller (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”"Dispute Deadline Date"), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved unless prior to the reasonable satisfaction of Dispute Deadline Date Seller delivers to Buyer notice that the Requesting Party within one-hundred eighty (180) days of the receipt of such request by TMCC Adjustment Amount 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 Closing Statement shall not have been determined in accordance with the terms requirements of this Section 7.02(d) 3.4. Seller's notice shall set forth all of Seller's disputed items together with the Seller's proposed changes thereto, including an explanation in reasonable detail of the Indenture)basis on which Seller proposes such changes. If Seller has delivered a timely notice of disagreement in accordance with this Section 3.4, then Buyer and Seller shall use their good faith efforts to reach written agreement on the Requesting Party will disputed items to determine the Adjustment Amount. If all of Seller's disputed items have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders not been resolved by Buyer 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days following Buyer's receipt of Seller's dispute notice, then Seller's disputed items shall be submitted for final and binding determination to PricewaterhouseCoopers, LLC (the "Independent Auditor") who shall act as an expert and not an arbitrator, within five (5) Business Days after the delivery of such notice of the end of the 180-foregoing thirty (30) day period. The Seller agrees to participate in determination of the resolution method selected Adjustment Amount by the Requesting PartyIndependent Auditor shall be final and binding upon Buyer and Seller as to the Adjustment Amount. If the Independent Auditor determines that Buyer is entitled to 50% or less of the portion of the Adjustment Amount in dispute, Buyer shall pay all of the Independent Auditor's fees and expenses in connection with this Section 3.4. If the Independent Auditor determines that Buyer is entitled to more than 50% of the portion of the Adjustment Amount in dispute, Seller shall pay all of the Independent Auditor's fees and expenses in connection with Section 3.4.

Dispute Resolution. (a) If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.2 to the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a requestIndependent Expert for final resolution, the “Requesting Party”Parties will follow the procedures set forth in this Section 1.2(c). Each of the Holder Representative and the SPAC Representative agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the Independent Expert, shall be borne by the Company. The Independent Expert shall determine only those issues still in dispute as of the Independent Expert Notice Date and the Independent Expert’s determination shall be based solely upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Expert shall be based solely on presentations with respect to such disputed items by the SPAC Representative and the Holder Representative to the Independent Expert and not on the Independent Expert’s independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Receivable Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each of the Holder Representative and the SPAC Representative shall use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Representative Party shall be repurchased due entitled, as part of its presentation, to an alleged breach respond to the presentation of a representation the other Representative Party and warranty in Section 3.01 any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert shall be bound by the provisions of this Agreement or Agreement, including this Section 2.03 1.2. It is the intent of the Receivables Purchase Agreement, and parties hereto that the request has not been fulfilled or otherwise resolved to the reasonable satisfaction activities of the Requesting Party Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The Representative Parties shall request that the Independent Expert’s determination be made within one-hundred eighty fifteen (18015) days of the receipt of such request by TMCC after its engagement, or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trusteeas soon thereafter as possible, will be required set forth in a written statement delivered to the Representative Parties and shall be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the Indenture)final, then the Requesting Party will have the right to refer the matterconclusive, at its discretion, to either mediation (including non-appealable and binding arbitration) for all purposes hereunder (other than for fraud or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Partymanifest error).

Dispute Resolution. (a) If The provisions of this Section shall be the Owner Trustee exclusive means of resolving disputes arising out of or any Noteholder or Verified Note Owner requests (by written notice relating to TMCC or the Seller) (any such party making a requestPerformance Award, the Notice of Grant, the Plan, and this Agreement. The Company, you, and your assignees (the “Requesting Partyparties”)) shall attempt in good faith to resolve any disputes arising out of or relating to the Performance Award, that a Receivable the Notice of Grant, the Plan, and this Agreement by negotiation between individuals who have authority to settle the controversy. Negotiations shall be repurchased due to an alleged breach commenced by either party by notice of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 written statement of the Receivables Purchase Agreement, party’s position and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction name and title of the Requesting Party within one-hundred eighty individual who will represent the party. Within thirty (18030) days of the receipt of such request by TMCC or written notification, the Seller (whichparties shall meet at a mutually acceptable time and place, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretionthereafter as often as they reasonably deem necessary, to either mediation (including non-binding arbitration) resolve the dispute. Any controversy, dispute or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 claim that has not been settled by the appropriate party, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller negotiation within thirty (30) days of the written notification as set forth above shall be finally settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) by three arbitrators. In such event, the claimant will deliver a written notice to the respondent(s) and the AAA initiating arbitration and naming an arbitrator. Within twenty (20) days after the delivery receipt of such notice arbitration notice, the respondent(s) shall name an arbitrator. Within twenty (20) days from the naming of the end two arbitrators, the two arbitrators shall name a third arbitrator. If there are multiple claimants and/or multiple respondents, all claimants and/or all respondents shall attempt to agree upon naming their respective arbitrator. If the claimants or respondents, as the case may be, fail to name their respective arbitrator, or if the two arbitrators fail to name a third arbitrator, or if within twenty (20) days after any arbitrator shall resign or otherwise cease to serve as such a replacement arbitrator is not named by the party that originally named such arbitrator, such arbitrator as to which agreement cannot be reached or as to which a timely appointment is not made shall be named by the AAA. The place of arbitration shall be Austin, Texas. The award of the 180-day periodarbitrators may be entered in any court of competent jurisdiction. The Seller agrees to participate in costs of the resolution method selected arbitration shall be shared by the Requesting Partydisputing parties equally. Notwithstanding anything to the contrary herein, the arbitrators shall not award nor shall the Company have any liability for any consequential, punitive, special, incidental, indirect or similar damages.

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2017-3 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased 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 in Section 3.01 of this with respect to such 2017-3 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2017-3 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If In the Owner Trustee or event that either party disagrees with any Noteholder or Verified Note Owner requests (demand for indemnification by the other party, such party shall give written notice to TMCC or the Sellerof its objections thereto within forty-five (45) days of any claim for indemnification (any such "Dispute Notice"). If a party making does not timely deliver a requestDispute Notice, the “Requesting Party”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 differences which they may have with respect to any matters specified in the Dispute Notice (which resolution, if any, shall be final and binding on all parties). If, that a Receivable at the end of such 30-day period Seller and Purchaser shall have failed to reach written agreement with respect to all such matters, then all such matters specified in the Dispute Notice with respect to which an agreement has not been reached (the "Disputed Matters") shall be repurchased due submitted to and arbitrated by an alleged breach independent certified public accounting firm selected by Independent members of a representation and warranty in Section 3.01 Purchaser's Board of this Agreement or Section 2.03 of Directors (the Receivables Purchase Agreement"Arbitrator"). The Arbitrator shall consider only the Disputed Matters. The Arbitrator shall act promptly, and the request has not been fulfilled or otherwise resolved Arbitrator's decision with respect to all Disputed Matters shall be final and binding upon the parties hereto. The prevailing party in the arbitration shall be entitled to the reasonable satisfaction reimbursement from the non-prevailing party of the Requesting Party within one-hundred eighty (180) days prevailing party's reasonable attorney's and accountant's fees and costs incurred in connection with the arbitration. The fees and expenses of the receipt Arbitrator incurred in connection with its review and determination of such request by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will any Disputed Matters shall also be required to be forwarded borne by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 prevailing party, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Depositor, the Issuer, the Servicer or the Indenture Trustee (solely at the direction of any Noteholder or Verified Note Owner) requests (as 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 TMCC the Indenture Trustee or the SellerSellers) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in made by the Sellers pursuant to Section 3.01 of this Agreement or Section 2.03 3.02(b) of the applicable Receivables Purchase Agreement, the Servicer and the related Seller will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller related Seller, as applicable, (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the Indenturerelated Seller), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party has to provide notice to the related Seller and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor repurchase activity or to independently determine whether a repurchase request remains unresolved at the end of the related 180-day period. The related Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or 37 Sale and Servicing Agreement (2017-1) at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 Party.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 request to pursue dispute resolution pursuant to this Section 9.24, the 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). 38 Sale and Servicing Agreement (2017-1)

Dispute Resolution. (a) If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. If the Owner Trustee or any Noteholder or Verified Note Owner requests Parties are unable to resolve the dispute informally within five (by written notice to TMCC or the Seller5) (any such party making a requestWork Days, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 Contractor shall then give Notice within ten (10) Work Days of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved complaint to the reasonable satisfaction WLCF Representative, which particulars shall include the following: a detailed description of the Requesting Party within one-hundred eighty (180) days nature of the receipt complaint; a list of such request by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner to relevant provisions of the Indenture Trustee, will be required to be forwarded Contract Documents; and an evaluation by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) Contractor of the Indenture)matters in dispute. The WLCF shall, within twenty (20) Work Days of receipt by the WLCF Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: that the WLCF accepts the position of the Contractor; or that the WLCF rejects the position of the Contractor. If the WLCF accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. If the WLCF rejects the position of the Contractor, the Parties shall proceed to mediation with a mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Requesting Party will have the right Parties may, if they both agree, proceed to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this the Commercial Arbitration Act. If the matter in dispute is not resolved promptly pursuant to Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether 14.01, the Delinquency Trigger occurred. The Seller will provide written direction WLCF Representative may give to the Indenture Trustee instructing it Contractor instructions that in his or her opinion are necessary to notify provide for the Requesting Party proper performance of the date when Work and to prevent delays. If the 180-day period ends without resolution Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the appropriate partyContractor in this respect shall be without prejudice to any claim the Contractor may have concerning the dispute. Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, which written direction will specify the identity of such Requesting although no steps shall be taken by either Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a initiate legal proceeding to the Seller within thirty (30) days proceedings until after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate process described in the resolution method selected by the Requesting PartySections 14.01 through 14.03 has been completed.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests Requesting Investor (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that a the Bank repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 3.4 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 the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichBank, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred3.11. The Seller Bank will provide written direction to the Indenture Trustee instructing it to notify inform the Requesting Party in writing upon a determination by the Bank that a Receivable subject to 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 date when Bank to inform the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of such Requesting Party and that a Receivable subject to a demand will be repurchased within 180 days of the date as receipt of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 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 180-day period. The Seller agrees to participate in repurchase demand as well as the resolution method selected by the Requesting Partystatus of such repurchase demand for each applicable Receivable.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC Seller, the Issuer or the SellerIndenture Trustee (at the direction of an Investor pursuant to Section 7.4 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a VCI or the Seller repurchase any Receivable be repurchased due pursuant to an alleged breach Section 3.4 of a representation and warranty in Section 3.01 of this the Purchase Agreement or Section 2.03 of 2.4 hereof (the Receivables Purchase Agreementparty or parties requested to repurchase a receivable, the “Requested Party” or “Requested Parties”), as applicable, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC VCI or the Seller (whichSeller, if sent by a Noteholder or Verified Note Owner to the Indenture Trusteeas applicable, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.029.24. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether If the Delinquency Trigger occurred. The Seller will provide written direction to Requesting Party is the Indenture Trustee instructing it acting at the direction of an Investor, such Investor shall make all decisions related to notify mediation or arbitration. VCI will inform the Requesting Party in writing upon a determination by VCI 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 will include disclosure of such repurchase. A failure of VCI to inform the requesting party that a Receivable subject to a demand will be repurchased within 180 days of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end request shall be deemed to be a determination by VCI that no repurchase of that Receivable due to a breach of Section 3.4 of the 180-day periodPurchase Agreement is required. The Seller agrees If more than one Investor has directed the Indenture Trustee in connection with a request to participate in pursue dispute resolution pursuant to this Section 9.24, the resolution method selected Indenture Trustee shall act at the direction of the Investors holding a majority of the Note Balance of the Notes held by the Requesting Partysuch directing Investors.

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2020-2 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2020-2 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2020-2 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2020-2 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2020-2 Lease Agreement and the related 2020-2 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If Any dispute under this Agreement, the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC Registration Rights Agreement or the Seller) Warrant shall be submitted to arbitration (any such party making a requestincluding, the “Requesting Party”)without limitation, that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02Article XI) and shall be finally and conclusively determined by the decision of a board of arbitration consisting of three (3) members (the "Board of Arbitration") selected as hereinafter provided. Dispute resolution to resolve repurchase 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 Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party Each 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 Indemnified Party and the date as Indemnifying Party shall select one (1) member and the third member shall be selected by mutual agreement of which the other members, or if the other members fail to reach agreement on a third member within twenty (20) days after their selection, such 180-day period third member shall have endedthereafter be selected by the American Arbitration Association upon application made to it for such purpose by the Indemnified Party. The Requesting Party must provide notice Board of its intention to refer Arbitration shall meet on consecutive business days in San Francisco, California or such other place as a majority of the matter to mediationmembers of the Board of Arbitration determines more appropriate, to refer and shall reach and render a decision in writing (concurred in by a majority of the matter to arbitration, or to institute a legal proceeding members of the Board of Arbitration) with respect to the Seller within amount, if any, which the Indemnifying Party is required to pay to the Indemnified Party in respect of a claim filed by the Indemnified Party. In connection with rendering its decisions, the Board of Arbitration shall adopt and follow such rules and procedures as a majority of the members of the Board of Arbitration deems necessary or appropriate. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to the Indemnified Party and the Indemnifying Party. Any decision made by the Board of Arbitration (either prior to or after the delivery expiration of such notice thirty (30) calendar day period) shall be final, binding and conclusive on the Indemnified Party and the Indemnifying Party and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. Each party to any arbitration shall bear its own expense in relation thereto, including but not limited to such party's attorneys' fees, if any, and the expenses and fees of the end Board of Arbitration shall be divided between the Indemnifying Party and the Indemnified Party in the same proportion as the portion of the 180-day period. The Seller agrees to participate in the resolution method selected related claim determined by the Requesting PartyBoard of Arbitration to be payable to the Indemnified Party bears to the portion of such claim determined not to be so payable.

Dispute Resolution. Any disputes regarding registration or use of your domain name will be subject to the applicable domain name dispute resolution Policy and the Dispute Policy procedures established by the relevant Registry and/or mandated by ICANN, including but not limited to (ai) If [Link to xxxx://xxx.xxxxx.xxx/en/help/dndr/udrp] (“UDRP”); and (ii) ICANN’s Uniform Rapid Suspension Policy [Link to xxxx://xxxxxxxx.xxxxx.xxx/en/applicants/urs] (“URS”) in those TLDs where the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice application of these policies is mandatory. Notwithstanding anything in this Agreement to TMCC or the Seller) (any such party making a requestcontrary, the “Requesting Party”)Registry Operator for each COREhub Supported TLD (referred to in Appendix 1) is and shall be an intended third party beneficiary of this Agreement. As such, the parties to this Agreement acknowledge and agree that the third party beneficiary rights of each Registry Operator have vested and that the Registry Operators have relied on their third party beneficiary rights under this Agreement in agreeing to COREhub being a Receivable registrar of the TLD they operate. Additionally, the third party beneficiary rights of the Registry Operators shall survive any termination or expiration of this Agreement. RESERVATION OF RIGHT TO DENY, SUSPEND, CANCEL AND TRANSFER YOUR DOMAIN NAME Without prejudice to Our rights of termination, We expressly reserve the right, in our sole discretion, to deny, suspend, cancel and/or transfer Your domain name registration if: You willfully provide inaccurate or unreliable Contact Information, or intentionally or negligently fail to promptly update it; You fail to follow the policies of use mandated by ICANN and/or the relevant Registry Policies; You engage in distributing malware, abusively operating botnets, phishing, piracy, trademark or copyright infringement, fraudulent or deceptive practices, counterfeiting or otherwise engaging in activity contrary to applicable law; You fail to respond for over fifteen (15) days to inquiries by Reseller and/or Us concerning the accuracy of Contact Information associated with your domain name or another incidence associated to your domain name; You or third parties reasonably appear to be repurchased due engaging in illegal activity in the registration or use of the domain name; You use the domain name to an alleged send unsolicited commercial advertisements in contradiction to either applicable laws or customary acceptable usage policies of the Internet; The domain name reasonably appears to be infringing upon or otherwise violate the rights of third parties; You engage in a conduct that may reasonably put Us in breach of any applicable Law, governing authority, Registry Regulation, public policy or third party agreement; and/or Law enforcement, a representation Court of Justice or another relevant authority requests that We do so. You acknowledge and warranty agree that your domain name registration may be denied, cancelled, suspended and/or transferred pursuant to any ICANN adopted specification or Registry Policy or pursuant to any registrar or registry procedure not inconsistent with an ICANN adopted specification: to correct mistakes by Us, the Reseller and/or the Registry Operator in Section 3.01 registering the name, including but not limited to, the cancellation within forty five (45) days from registration of this Agreement your domain name when its registration has taken place as a result of a previous erroneous cancellation; or Section 2.03 for the resolution of disputes concerning the Receivables Purchase Agreementdomain name. For example, We and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 Indenture), then the Requesting Party will have Registry Operator reserve the right to refer put your domain name on hold during resolution of a UDRP or URS dispute. You acknowledge and agree that the matterrelevant Registry Operator also reserves the right to deny, at suspend, modify the status, cancel and/or transfer any registration that it deems necessary, in its discretion, (i) to either mediation protect the integrity, security, and stability or the Registry; (including non-binding arbitrationii) to comply with all applicable laws, government rules or third-party binding arbitration pursuant requirements, requests of law enforcement, in compliance with any dispute resolution process; (iii) to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review avoid any liability, civil or whether criminal, on the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party part of the date when the 180-day period ends without resolution by the appropriate partyRegistry Operator as well as its affiliates, which written direction will specify the identity of such Requesting Party subsidiaries, officers, directors, representatives, employees, and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty stockholders; (30iv) days after the delivery of such notice for violations of the end terms and conditions of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Partythis Agreement.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2017-2 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2017-2 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2017-2 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2017-2 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2017-2 Lease Agreement and the related 2017-2 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If Seller asserts a Title Objection Dispute or an Environmental Objection Dispute, or if Purchaser and Seller are unable to agree as to size, configuration and other parameters of the Owner Trustee Carveout, or any Noteholder or Verified Note Owner requests (by written notice Carveout with respect to TMCC the Personal Property, the values of the Value Table, the value of a Title Objection Carveout under Section 7, the value of an Environmental Carveout under Section 8(b), the Casualty Damage Value under Section 12(b), or the Seller) value of a material adverse effect with respect to determination of a Title Objection Carveout with respect to a JV1 Property or a JV2 Property or the Personal Property (any such party making a requestcollectively, the “Requesting PartyDisputed Matter”), that a Receivable be repurchased due to an alleged breach then either of a representation and warranty in Section 3.01 of this Agreement Seller or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 Indenture), then the Requesting Party will Purchaser shall have the right to refer invoke the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to procedures of this Section 11.0235 by delivering written notice to the other Party promptly after the event giving rise to such dispute or disagreement. Dispute resolution Seller and Purchaser each shall appoint an independent forestry consultant (who shall be an independent appraiser with experience in commercial timberlands, minerals and forestland development property) within five (5) Business Days following the delivery of such written notice, each of which may be a consultant previously engaged by the appointing Party so long as the appointing Party or the appraiser discloses to resolve repurchase requests the other Party, with such notice of appointment, all material relationships, affiliations and business dealings that such proposed forestry consultant currently has or has had during the three (3) year period prior to the date hereof with Purchaser, Seller and each of their respective Affiliates, and such two consultants will be available regardless of whether Noteholders in turn select a third independent forestry consultant (subject to the same qualification and Verified Note Owners voted disclosure requirements) within five (5) Business Days to direct an Asset Representations Review or act with them in a panel to determine whether the Delinquency Trigger occurredTitle Objection or Environmental Condition has merit, and/or the disposition of any other Disputed Matter; provided, however, if prior to the rendition of the determination by the panel, if (a) with respect to any Title Objection, the Title Company has removed any matter which is the subject of the Title Objection, and/or (b) with respect to any Environmental Condition, the Environmental Condition has been remediated to Purchaser’s reasonable satisfaction and the environmental consultant responsible for the Phase I which disclosed such Environmental Condition has certified as to such remediation, in any such event such Dispute shall not be subject to the review or determination of the panel. The Seller will provide written direction panel shall make its determination based on the particular relevant provisions of this Agreement, the applicable Title Commitment and/or Phase I, the materials submitted by the parties hereunder and such other materials that the panel may deem to the Indenture Trustee instructing it be relevant to notify the Requesting Party its determination as described above. A majority of the date when the 180-day period ends without resolution by the appropriate party, which written direction panel of consultants will specify the identity of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute reach a legal proceeding to the Seller binding decision within thirty (30) days following the selection of the third consultant, and the decision of the panel of consultants will be binding on the Parties and final and non-appealable. Seller and Purchaser will each bear the cost of its respective consultant and one-half (1/2) of the cost of the third consultant, and shall otherwise bear their own costs and expenses of dispute resolution. In accordance with Section 6(a), unless the Parties mutually agree otherwise the Closing shall not take place until at least ten (10) Business Days after the delivery panel’s final determination of all Disputed Matters (other than those related to the South Carolina Timberlands) before the panel or the Outside Date, whichever is earlier. If there are any Disputed Matters which are not finally resolved at the Closing, the Parties shall work diligently and in good faith to pursue such notice Disputed Matters to a final resolution as promptly as possible after the Closing, and after such resolution, the Parties shall promptly make all adjustments, payments, contributions or take such other action in good faith as is provided herein or as may be necessary to implement such resolution; provided, however, that if such disputed matter pertains to a Carveout, such Carveout, as reasonably proposed by Purchaser, shall be excluded from the Assets conveyed at Closing until such Disputed Matter is finally resolved. In the event the Disputed Matter involves an Environmental Carveout, upon resolution of the end Disputed Matter in favor of Seller, Purchaser shall have the election, within five (5) Business Days, to either (a) include the Environmental Carveout in the Assets being purchased or (b) exclude the Environmental Carveout (as determined (including the configuration of the 180-day period. The Seller agrees to participate parcel) in such final resolution) from the Assets being purchased (and from the applicable Deed), but in such event the Purchase Price shall not be reduced and the value of the Environmental Carveout shall not be counted as a Loss for the purposes of Paragraph 15(f)(i); provided that, in the resolution method selected by event Purchaser fails to make the Requesting Partyelection within said five (5) Business Days, Purchaser shall be deemed to have elected subclause (b).

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 40 Sale and Servicing Agreement (DRIVE 2021-1) 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. If Seller Representative delivers a Dispute Notice, the Purchaser and the Seller Representative will attempt to resolve the matters raised in the Dispute Notice in good faith for no less than twenty (a20) Business Days following delivery of the Dispute Notice (the “Resolution Period”). If the Owner Trustee Purchaser and the Seller Representative cannot reach agreement regarding the matters raised in such Dispute Notice during the Resolution Period, then either the Purchaser or any Noteholder or Verified Note Owner requests (by the Seller Representative may provide written notice to TMCC the other within twenty (20) Business Days following the end of the Resolution Period that it elects to submit the disputed items to a nationally recognized independent accounting firm chosen jointly by the Purchaser and the Seller Representative (the “Referee”). Notwithstanding anything contained herein to the contrary, the Referee shall have no current or prior (within three (3) years) business relationship with the Purchaser, the Seller, or with any Affiliate of Purchaser or Seller. In the event that the Purchaser and the Seller Representative are unable to mutually agree on the choice of the Referee, within ten (10) (any such Business Days of receipt by the non-moving party making a requestof the written notice contemplated above, then the Purchaser and the Seller Representative shall submit to one another, in writing, the “Requesting Party”)names of their respective nominated Referees and said nominated Referees shall select a third nationally recognized independent accounting firm to serve as the Referee contemplated herein. The Referee will promptly review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount in accordance with GAAP. In no event shall the decision of the Referee provide for a calculation that is (i) more favorable to the Purchaser than a calculation shown in the Closing Adjustment or (ii) more favorable to the Seller than (x) a calculation shown in the Seller Representative’s alternative calculation thereof shown in the Dispute Notice or (y) the calculation thereof that results from the suspected defect identified by the Seller Representative in the Dispute Notice. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Referee (including through the provision to the Referee of necessary documentation and, that a Receivable be repurchased due to an alleged breach in the case of the Seller Representative, the names of all Persons whose statements are specified on the Dispute Notice as forming the basis for the Seller Representative’s disagreement with any item of a representation Closing Adjustment) and warranty in Section 3.01 of this Agreement or Section 2.03 to cause the Referee to resolve any dispute no later than thirty (30) Business Days after selection of the Receivables Purchase AgreementReferee, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction decision of the Requesting Party within one-hundred eighty Referee shall be final, conclusive and binding on the parties. The Referee shall allocate its costs and expenses equally between (180i) days of the receipt of such request by TMCC or Purchaser and (ii) the Seller (which, if sent by a Noteholder or Verified Note Owner to which shall be allocated among the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and Persons making up the Seller in accordance with their equity ownership percentages in the terms of Section 7.02(d) of the Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 Seller will provide written direction Company immediately prior 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting PartyClosing).

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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 40 Sale and Servicing Agreement (DRIVE 2020-2) 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If the Owner Depositor, the Issuer, the Servicer or the Indenture Trustee (solely at the direction of any Noteholder or Verified Note Owner) requests (as 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 TMCC the Indenture Trustee or the SellerSellers) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in made by the Sellers pursuant to Section 3.01 of this Agreement or Section 2.03 3.02(b) of the applicable Receivables Purchase Agreement, the Servicer and the related Seller will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller related Seller, as applicable, (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the Indenturerelated Seller), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-third- party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party has to provide notice to the related Seller and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor repurchase activity or to independently determine whether a repurchase request remains unresolved at the end of the related 180-day period. The related Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2016-1 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2016-1 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2016-1 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2016-1 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2016-1 Lease Agreement and the related 2016-1 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Indenture Trustee requests (as permitted by Section 12.03 of the Indenture, and by written notice to the Servicer), or if any Noteholder or Verified Note Owner requests (by written notice to TMCC the Indenture Trustee or the SellerServicer) (any such party making a request, the “Requesting Party”), that a Receivable 2017-2 Lease be repurchased reallocated due to an alleged breach of a representation and warranty set forth in Section 3.01 2.15(a) of this Agreement or Section 2.03 of Servicing Supplement, the Receivables Purchase AgreementServicer will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureServicer), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.024.2. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must has to provide notice to the Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) 30 days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor reallocation activity or to independently determine which reallocation requests remain unresolved at the end of such 180-day period. The Seller Servicer agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders a Noteholder or Note 40 Sale and Verified Servicing Agreement (SDART 2020-2) Owner due to the failure of such Noteholder or Note Owners voted Owner to direct an Asset Representations Review offer the Indenture Trustee security or whether the Delinquency Trigger occurred. The Seller will provide written direction indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC Seller, the Issuer or the SellerIndenture Trustee (in its discretion or at the direction of an Investor pursuant to Section 7.4 of the Indenture) (any such party making a request, the “Requesting Party”) requests that VW Credit, the Servicer or the Seller repurchase any Receivable pursuant to Section 3.4 of the Purchase Agreement or Sections 2.3 or 3.6 hereof (the party or parties requested to repurchase a receivable, the “Requested Party” or “Requested Parties”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreementas applicable, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC VW Credit, the Servicer or the Seller (whichSeller, if sent by a Noteholder or Verified Note Owner to the Indenture Trusteeas applicable, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.029.24. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether If the Delinquency Trigger occurred. The Seller will provide written direction to Requesting Party is the Indenture Trustee instructing it acting at the direction of an Investor, the Indenture Trustee as Requesting Party will act at the direction of such Investor in making all decisions related to notify mediation or arbitration. VW Credit will inform the Requesting Party in writing upon a determination by VW Credit 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 will include disclosure of such repurchase. A failure of VW Credit to inform the requesting party that a Receivable subject to a demand will be repurchased within 180 days of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end request shall be deemed to be a determination by VW Credit that no repurchase of that Receivable due to a breach of Section 3.4 of the 180-day periodPurchase Agreement is required. The Seller agrees If more than one Investor has directed the Indenture Trustee in connection with a request to participate in pursue dispute resolution pursuant to this Section 9.24, the resolution method selected Indenture Trustee shall act at the direction of the Investors holding a majority of the Note Balance of the Notes held by the Requesting Partysuch directing Investors.

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2019-2 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2019-2 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2019-2 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2019-2 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2019-2 Lease Agreement and the related 2019-2 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the Owner Trustee or any Noteholder or Verified Note Owner requests (by controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any Party may give the other Party written notice to TMCC or of any dispute not resolved in the Seller) normal [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED course of business. Within fifteen (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (18015) days of delivery of the receipt of such request by TMCC or notice, the Seller (which, if sent by a Noteholder or Verified Note Owner receiving Party shall submit to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC other a written response. The notice and the Seller in accordance with response shall include a statement of each Party’s position and a summary of arguments supporting that position and the terms of Section 7.02(d) name and title of the Indenture), then the Requesting Party executive who will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 represent that Party and the date as of which such 180-day period shall have endedany other person who will accompany that executive. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within Within thirty (30) days after the delivery of the disputing Party’s notice, the executives of both Parties shall meet at a mutually-acceptable time and place and, thereafter, as often as they deem reasonably necessary to attempt to resolve the dispute. All negotiations pursuant to this section are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. Xxxx Xxxxx, or any successor in such notice capacity, or his/her designee, is the executive of record for CLIENT. Xxxx Xxxxxxxxxx, CFO, or any successor in such capacity, or his designee is the executive of record for OHL. If the dispute has not been resolved by negotiation within forty-five (45) days of the end disputing Party’s notice, the parties shall resolve any remaining dispute by binding arbitration as set forth in Section 21 of the 180-day periodthis Agreement. The Seller agrees provisions of this Section 21 will not apply to participate any claims for equitable relief, provided that either Party seeking equitable relief gives immediate written notice, in the resolution method selected by the Requesting Partyaccordance with Section 13 of this Agreement, if a claim for equitable relief is pursued.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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 date when Indenture Trustee or Owner Trustee, as applicable, as Requesting Party, will act solely at the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity of such Noteholder, Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. Santander Consumer will inform the Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party.writing upon a

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 Party.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 request to pursue dispute resolution pursuant to this Section 9.24, the 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 (DRIVE 2017-3)

Dispute Resolution. (a) If the Owner Depositor, the Issuer, the Servicer or the Indenture Trustee (solely at the direction of any Noteholder or Verified Note Owner) requests (as 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 TMCC the Indenture Trustee or the SellerSellers) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in made by the Sellers pursuant to Section 3.01 of this Agreement or Section 2.03 3.02(b) of the applicable Receivables Purchase Agreement, the Servicer and the related Seller will evaluate any such 62 request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller related Seller, as applicable, (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the Indenturerelated Seller), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party has to provide notice to the related Seller and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor repurchase activity or to independently determine whether a repurchase request remains unresolved at the end of the related 180-day period. The related Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (ai) If If, at the Owner Trustee or end of the Resolution Period, Seller Parent and Purchaser have been unable to resolve any Noteholder or Verified Note Owner requests differences that they may have with respect to the matters specified in the Notice of Disagreement, Seller Parent and Purchaser shall submit all matters that remain in dispute with respect to the Notice of Disagreement (by written notice along with a copy of the Initial Post-Closing Adjustment Statement marked to TMCC or indicate those line items that are not in dispute) to the Seller) New York office of a nationally recognized independent accounting firm reasonably acceptable to Purchaser and Seller Parent (any such party making a request, the “Requesting PartyIndependent Accounting Firm”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 Seller will provide written direction Independent Accounting Firm shall be instructed 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 partymake, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery later of such notice (x) the expiration of the end Resolution Period or (y) the Independent Accounting Firm’s selection pursuant to the preceding sentence, a final determination in accordance with this Agreement, binding on the Parties, of the 180-day period. The Seller agrees to participate appropriate amount of each of the line items in the resolution method selected Initial Post-Closing Adjustment Statement which remain in dispute as indicated in the Notice of Disagreement which Seller Parent and Purchaser have submitted to the Independent Accounting Firm, and to promptly notify the Parties in writing of its determination. With respect to each amount in dispute, the Independent Accounting Firm’s determination, if not in accordance with the position of either Seller Parent or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller Parent in the Requesting PartyNotice of Disagreement or by Purchaser in the Initial Post-Closing Adjustment Statement with respect to such disputed amount. Seller Parent or Purchaser will also instruct the Independent Accounting Firm to make a final determination of Closing Net Working Capital, Closing Indebtedness, Closing Cash, and Transaction Expenses based solely on written materials submitted by Seller Parent or Purchaser and in accordance with this Agreement (i.e., not on the basis of an independent review) and acting only as an expert and not as an arbitrator.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 Party.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 request to pursue dispute resolution pursuant to this Section 9.24, the 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 (DRIVE 2018-5)

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests Requesting Investor (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that a the Bank repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred hundred-eighty (180) days of the receipt of such notice of the request by TMCC or the Seller (whichBank, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.029.26. Dispute resolution to resolve repurchase requests any Repurchase Request will be available regardless of whether the Noteholders and Verified Note Owners voted vote to direct an Asset Representations Review or whether the Delinquency Trigger occurredReview. The Bank will inform the Requesting Party in writing upon a determination by the Bank 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 will provide written direction 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 one-hundred-eighty (180) days of the receipt of notice of the request shall be deemed to be a determination by 38 Sale and Servicing Agreement (USAA 2019-1) the Bank that no repurchase of that Receivable due to a breach of Section 3.4 of the Purchase Agreement is required. The Indenture Trustee shall not be deemed to have knowledge that any Repurchase Request remained unresolved for one-hundred-eighty (180) days unless a Responsible Officer of the Indenture Trustee instructing it has actual knowledge that such Repurchase Request remained unresolved for one-hundred-eighty (180) days or has received written notice that such Repurchase Request remained unresolved for one-hundred-eighty (180) days. Other than the Indenture Trustee’s obligation to notify the Requesting Party Seller and the Bank of any demands communicated to a Responsible Officer of the date when Indenture Trustee for the 180-day period ends without resolution by repurchase or replacement of any Receivable for breach of the appropriate partyrepresentations and warranties concerning such Receivable pursuant to Section 9.21(c) of the Sale and Servicing Agreement, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period Indenture Trustee shall have ended. The Requesting Party must provide notice no obligation under the Indenture or any other Transaction Document to monitor and/or report the status of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Partyrepurchase requests.

Dispute Resolution. (a) If a dispute occurs between the Parties concerning any matter governed by this Agreement, the disputing Party shall promptly advise the other Party and the Parties together shall use all reasonable efforts to resolve the dispute informally. If the Owner Trustee or any Noteholder or Verified Note Owner requests Parties are unable to resolve the dispute informally, within five (by written notice to TMCC or the Seller5) (any such party making a requestWork Days, the “Requesting Party”)Contractor shall then give Notice, within ten (10) Work Days, of the complaint to the Ministry Representative, which particulars shall include the following: a detailed description of the nature of the complaint; a list of the relevant provisions of the Contract Documents; and an evaluation by the Contractor of the matters in dispute. The Province shall, within twenty (20) Work Days of receipt by the Ministry Representative of the written particulars, give the Contractor a decision, in writing, of one of the following: that the Province accepts the position of the Contractor; or that the Province rejects the position of the Contractor. If the Province accepts the position of the Contractor, the Parties shall enter into an Amending Document to reflect the Agreement. If the Province rejects the position of the Contractor, the Parties shall proceed to mediation with a Receivable mutually agreed upon third party. If the dispute is not resolved within fifteen (15) Work Days of appointment of the mediator, then the Parties may, if they both agree, proceed to arbitration pursuant to the Commercial Arbitration Act. If the matter in dispute is not resolved promptly pursuant to Section 14.01, the Ministry Representative may give to the Contractor instructions that in his or her opinion are necessary to provide for the proper performance of the Work and to prevent delays. If the Contractor receives instructions pursuant to Section 14.06, the Contractor shall act immediately to carry out the Work pursuant to the instructions, but any Work performed by the Contractor in this respect shall be repurchased due without prejudice to an alleged breach any claim the Contractor may have concerning the dispute. Nothing in this Article precludes either Party from having a dispute resolved by a court of competent jurisdiction, although no steps shall be taken by either Party to initiate legal proceedings until after the process described in Sections 14.01 through 14.03 has been completed. MISCELLANEOUS Confidentiality The Contractor will treat as confidential and will not, without the prior written consent of the Province, disclose or permit to be disclosed or used, either before or after the expiration or sooner termination of this Agreement, all information supplied to, accessed or obtained by, or which comes to the knowledge of the Contractor or a representation and warranty in Section 3.01 Subcontractor (whether verbally, electronically or otherwise) as a result of this Agreement except if the disclosure is necessary to enable the Contractor to fulfill its obligations or Section 2.03 to comply with applicable laws or if it is information that is generally known to the public other than as a result of a breach of this Agreement. Contractor Status In relation to the performance of your obligations under this Agreement, you are an independent contractor and not our: employee or partner; or agent except as may be expressly provided for in this Agreement. You must not act or purport to act contrary to this section. The Contractor shall accept instructions from the Province, but the Contractor is not subject to the control of the Receivables Purchase Agreement, and Province in respect of the request has manner in which instructions are carried out. The Contractor shall not been fulfilled or otherwise resolved purport to commit the Province to the reasonable satisfaction payment of any money to any person. The Contractor shall ensure all personnel hired by the Contractor to perform the Work are at all times employees of the Requesting Party within one-hundred eighty (180) days Contractor and not of the receipt of such request by TMCC or the Seller (whichProvince. The Contractor is solely responsible for arranging reliefs and substitutions, if sent by a Noteholder or Verified Note Owner to the Indenture Trusteepay, will be required to be forwarded by the Indenture Trustee to TMCC supervision, discipline, employment insurance, leave and the Seller in accordance with the terms of Section 7.02(d) all other matters arising out of the Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless relationship of whether Noteholders employer 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Partyemployee.

Dispute Resolution. (a) If the Owner Indenture Trustee requests (as permitted by Section 12.03 of the Indenture, and by written notice to the Servicer), or if any Noteholder or Verified Note Owner requests (by written notice to TMCC the Indenture Trustee or the SellerServicer) (any such party making a request, the “Requesting Party”), that a Receivable 2017-1 Lease be repurchased reallocated due to an alleged breach of a representation and warranty set forth in Section 3.01 2.15(a) of this Agreement or Section 2.03 of Servicing Supplement, the Receivables Purchase AgreementServicer will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureServicer), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.024.2. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must has to provide notice to the Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) 30 days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor reallocation activity or to independently determine which reallocation requests remain unresolved at the end of such 180-day period. The Seller Servicer agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Purchaser, the Issuer, the Owner Trustee or any Noteholder or Verified Note Owner requests (by acting at the written notice direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (acting at the written direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a BAC repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, 3.4 and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichBAC, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 3.7; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether act in accordance with this Section 3.7 at the Delinquency Trigger occurred. The Seller will provide 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 instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodrepurchase demand as well as the status of such repurchase demand for each applicable Receivable. The Seller agrees 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 participate 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 request to pursue dispute resolution pursuant to this Section 3.7, the 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 method selected by pursuant to this Section 3.7, the Requesting PartyOwner 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).

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 Party.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 request to pursue dispute resolution pursuant to this Section 9.24, the 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)

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2016-3 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2016-3 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2016-3 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2016-3 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2016-3 Lease Agreement and the related 2016-3 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2020-1 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2020-1 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2020-1 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2020-1 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2020-1 Lease Agreement and the related 2020-1 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 Party.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 request to pursue dispute resolution pursuant to this Section 9.24, the 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). 41 Sale and Servicing Agreement (SDART 2021-4)

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end request shall be deemed to be a determination by Santander Consumer that no repurchase of that 40 Sale and Servicing Agreement (SDART 2019-3) Receivable due to a breach of Section 3.3 of the 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to Company Stockholder Representative delivers an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved Earn-Out Dispute Notice to the reasonable satisfaction of the Requesting Party Buyer within one-hundred eighty (180) days of the receipt of 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) business day period, the Buyer and the Company Stockholder Representative shall use commercially reasonable efforts to resolve their differences concerning the Items of Dispute, and if any Item of Dispute is so resolved, the Earn-Out Statement shall be modified as necessary to reflect such resolution. If all Items of Dispute are so resolved, the Earn-Out Statement (as so modified) shall be conclusive and binding upon the Buyer, the Company Stockholder Representative and all Company Stockholders and the Earn-Out Determination as so modified shall be the Final Earn-Out Amount. If any Item of Dispute remains unresolved for a period of twenty (20) business days after the delivery of such notice Buyer’s receipt of the end Earn-Out Dispute Notice with respect to the Earn-Out Statement, the Buyer and the Company Stockholder Representative shall submit the dispute to the Auditing Firm. The Buyer and the Company Stockholder Representative shall request that the Auditing Firm render a determination as to each unresolved Item of Dispute within twenty (20) business days after its retention, and the Company Stockholder Representative and the Buyer shall cooperate fully with the Auditing Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Auditing Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon all of the 180Parties, and the Earn-day periodOut Statement shall be modified to the extent necessary to reflect such determination. The Seller agrees to participate in Earn-Out Statement (as so modified) shall be conclusive and binding upon all of the resolution method selected Parties and the Earn-Out Determination as so modified shall be the Final Earn-Out Amount. The fees and expenses of the Auditing Firm shall be borne by the Requesting Partynon-prevailing party; provided that if the Company Stockholder Representative is the non-prevailing party, then the Company Stockholder Representative shall satisfy the payment of all such fees and expenses solely from the Company Stockholder Representative Fund, and the Company Stockholder Representative shall not be individually liable with respect to all such amounts.

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2018-2 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2018-2 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2018-2 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2018-2 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2018-2 Lease Agreement and the related 2018-2 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. Notwithstanding anything in this Agreement to the contrary, disputes between CLCS, the CLCS Charter Schools and the District regarding this Agreement, including the alleged violation, misinterpretation, or misapplication of this Agreement, Proposition 39, or State Regulations shall be resolved using the dispute resolution process identified below. The party initiating the dispute resolution process shall prepare and send to the other party a notice of dispute that shall include the following information: (a1) the name, addresses and phone numbers of designated representatives of the party (the designated representatives must be employees(s) of CLCS Charter Schools or the District); (2) a statement of the facts of the dispute, including information regarding the parties’ attempts to resolve the dispute; (3) the specific sections of the Agreement that are in dispute; and (4) the specific resolution sought by the party. Within ten (10) business days from receipt of the notice of dispute, the representatives from CLCS shall meet with representatives from the District in an informal setting to try to resolve the dispute. If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice informal meeting fails to TMCC or resolve the Seller) (any such party making a requestdispute, the party initiating the dispute resolution process shall notify the other party (the responding party) in writing that it intends to proceed to mediation of the dispute and shall request the State Mediation and Conciliation Service to appoint a mediator within ten (10) business days to assist the parties in resolving the dispute (if the State Mediation and Conciliation Service (“Requesting PartySMCS”) is unable or refuses to provide a mediator, the parties shall mutually agree upon a mediator with fifteen (15) days from notice that SMCS will be unable to provide a mediator), that a Receivable be repurchased due to an alleged breach . The initiating party shall request appointment of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 mediator who is available to meet as soon as possible but not later than 30 calendar days after receipt of the Receivables Purchase Agreement, and request for appointment. The party initiating the request has not been fulfilled or otherwise resolved dispute shall forward a copy of the notice of the dispute to the reasonable satisfaction of appointed mediator. The responding party shall file a written response with the Requesting Party mediator and serve a copy on the initiating party within one-hundred eighty (180) seven business days of the receipt first scheduled mediation. The mediation procedure shall be entirely informal in nature; however, copies of such request by TMCC or exhibits upon which either party bases its case shall be shared with the Seller (which, if sent by other party in advance of the mediation. The relevant facts should be elicited in a Noteholder or Verified Note Owner narrative fashion to the Indenture Trusteeextent possible, rather than through examination and cross examination of witnesses. The rules of evidence will not apply, and no record of the proceedings will be required made. If an agreement is reached, the agreement shall be reduced to writing and shall be forwarded signed by the Indenture Trustee District, CLCS, and CLCS Charter Schools. Either party may seek equitable or injunctive relief prior to TMCC and the Seller in accordance mediation to preserve the status quo or prevent irreparable injury pending the completion of that process. Except for such an action to obtain equitable relief, neither party may commence a civil action with respect to the terms of Section 7.02(d) matters submitted to mediation until after the completion of the Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either initial mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitrationsession, or to institute a legal proceeding to the Seller within thirty (30) 45 calendar days after the delivery date of such notice filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a civil action, if the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Partyparties so desire.

Dispute Resolution. If Purchaser and either or both of Forestar (aUSA) If and Forestar Petroleum are unable to agree as to the Owner Trustee value of a Title Objection Property under Section 5, the value of an Environmental Property under section 6(b), the Timber Cruise Determinations under Section 6(c), the Casualty Damage Value under Section 9, or the value of a Damaged Property under Section 9(b), then any Noteholder or Verified Note Owner requests (such disagreeing Party shall have the right to invoke the procedures of this Section 29 by delivering written notice to TMCC or the Seller) other Parties. The applicable Seller (any such party making a requestor, if both Sellers are participants to the dispute, the “Requesting Sellers acting jointly) and Purchaser each shall appoint an independent forestry consultant within five (5) days following the delivery of such written notice, each of which may be a consultant previously engaged by the appointing Party”), that and such two consultants will in turn select a Receivable be repurchased due third independent forestry consultant within five (5) days to an alleged breach of act with them in a representation and warranty in Section 3.01 of this Agreement or Section 2.03 panel to determine the appropriate value. A majority of the Receivables Purchase Agreementpanel of consultants will reach a binding decision within thirty (30) days following the selection of the third consultant, and the request has not been fulfilled or otherwise resolved decision of the panel of consultants will be final. Purchaser will bear the cost of its consultant and one-half (1/2) of the cost of the third consultant, and the applicable Seller (or, if both Sellers are participants to the reasonable satisfaction dispute, the Sellers acting jointly in proportion to their share of the Requesting Party within Purchase Price) will bear the cost of its consultant and one-hundred eighty half (1801/2) days of the receipt cost of the third consultant. If the Closing Date is extended to resolve a dispute in accordance with this Section 29, in no event shall Closing occur after December 30, 2016. If any such request by TMCC or dispute regarding the Seller (whichvalue of an Environmental Property remains unresolved as of the Closing, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will then such dispute shall be required to be forwarded by the Indenture Trustee to TMCC and the Seller resolved in accordance with the terms of Section 7.02(d) 6(c). With respect to any other such disputes described in the first sentence of this Section 29 remaining unresolved as of the IndentureClosing, then (a) the Purchase Price shall be adjusted, if applicable, after Closing in accordance with the decision of the panel; and (b) if the disputed amounts, based on the Value Table, exceed ONE MILLION AND NO/100THS DOLLARS ($1,000,000.00) in the aggregate, then (i) the Purchase Price shall be reduced at Closing by the lesser of the amounts claimed by the parties (or by zero if the full amount is in dispute), then (ii) the Requesting Party will have portion of the right Purchase Price paid to refer Sellers shall be reduced by the matterdisputed amounts, at its discretion, to either mediation and (including non-binding arbitrationiii) or third-party binding arbitration Purchaser shall deposit with Escrow Agent the full disputed amount and such escrowed funds shall be disbursed after Closing pursuant to the final resolution of the dispute. The terms of this Section 11.02. Dispute resolution to resolve repurchase 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 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 and the date as of which such 180-day period 29 shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Partysurvive Closing.

Dispute Resolution. (a) If the Owner Depositor, the Issuer, the Servicer or the Indenture Trustee (solely at the direction of any Noteholder or Verified Note Owner) requests (as 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 TMCC the Indenture Trustee or the SellerSellers) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in made by the Sellers pursuant to Section 3.01 of this Agreement or Section 2.03 3.02(b) of the applicable Receivables Purchase Agreement, the Servicer and the related Seller will evaluate any such 63 request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller related Seller, as applicable, (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the Indenturerelated Seller), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party has to provide notice to the related Seller and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor repurchase activity or to independently determine whether a repurchase request remains unresolved at the end of the related 180-day period. The related Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If (i) the Owner Trustee, the Indenture Trustee or (ii) or any Noteholder or Verified Note Owner (which, 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 TMCC the related Originator or the SellerServicer (in the case of Receivables transferred by the Master Trust) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased reacquired or acquired due to an alleged breach of a representation and warranty the Eligibility Representation with respect to that Receivable as set forth in Section 3.01 3.3 of this the Originator Receivables Transfer Agreement or Section 2.03 3.3 of the Master Trust Receivables Purchase Transfer Agreement, respectively, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of such request by TMCC the related Originator or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to in the Indenture Trustee, will be required to be forwarded case of Receivables transferred by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureMaster Trust), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.0211.2. Dispute resolution to resolve repurchase 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 Seller Depositor will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party (directly if the Requesting Party is a Noteholder and through the applicable Clearing Agency for distribution to such Requesting Party, if the Requesting Party is a Note Owner, in accordance with the rules of 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 such the Requesting Party and the date as of which such 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, to refer the matter to arbitration, or to institute a legal proceeding proceeding, to the Seller Depositor within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to Depositor will participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If To the Owner Trustee or extent there is any Noteholder or Verified Note Owner requests dispute as to whether an Event of Repurchase has occurred (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting PartyEvent of Repurchase Dispute”), that whether a Receivable be repurchased due to an alleged breach of Specified Event has occurred (a representation and warranty in Section 3.01 of this Agreement “Specified Event Dispute”), or Section 2.03 the amount of the Receivables Deferred Purchase Price, Collections, Upfront Purchase Price, Repurchase Price, Indemnified Amounts, Final Collections Payment, Dilution, Ordinary Course Reconciling Items, Account Debtor Default Amounts or any other fees, expenses or other amounts payable by Seller to Purchaser in connection with this Agreement, including, without limitation, the Transaction Fees and DPP Expenses and the request has not been fulfilled or otherwise resolved Shortfall Expenses (each, a “Payment” and a dispute with respect to such Payment, a “Payment Dispute”), the reasonable satisfaction of parties will cooperate in good faith to resolve any such dispute in writing as promptly as possible. In the Requesting Party event the Purchaser and the Seller are unable to resolve any such dispute within one-hundred eighty twenty (18020) days of the receipt assertion of an Event of Repurchase pursuant to Section 8(a), or of when a Payment was owed under this Agreement (or such request by TMCC or longer period as 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 Purchaser and the Seller shall mutually agree in accordance with the terms of Section 7.02(d) of the Indenturewriting), then the Requesting Party will have parties shall within five (5) Business Days thereafter hire a mutually agreed upon independent actuarial or accounting firm with respect to a dispute relating to an Event of Repurchase or an independent accounting firm (the right independent actuarial firm or independent accounting firm, as appropriate, is referred to refer the matter, at its discretion, as an “Arbitrator”) with respect to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant a dispute relating to this Section 11.02. Dispute resolution a Payment to resolve repurchase requests will be available regardless of whether Noteholders the dispute, and Verified Note Owners voted direct such Arbitrator to direct an Asset Representations Review or whether submit its resolution (the Delinquency Trigger occurred. The Seller will provide written direction “Final Decision”) 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller parties within thirty (30) days after receiving submissions by each party (which submissions shall be made by each party within ten (10) days of hiring the delivery Arbitrator). All negotiations pursuant to this Section 17 shall be treated as compromise and settlement negotiations for purposes of such notice Rule 408 of the end Federal Rules of Evidence and comparable state rules of evidence, and all negotiations and submissions to the Arbitrator shall be treated as confidential information. The Arbitrator shall be bound by a mutually agreeable confidentiality agreement. In resolving any disputed item, the Arbitrator may not (i) introduce any new facts not provided by, or come to a resolution not proposed by, either the Purchaser or the Seller with respect to an Event of Repurchase Dispute or a Specified Event Dispute or (ii) assign a value to any item greater than the greatest value for such items claimed by either the Purchaser or the Seller or less than the smallest value for such items claimed by either the Purchaser or the Seller with respect to a Payment Dispute. The Final Decision shall be binding on both parties, and any final payment to a party set forth in the Final Decision shall be made by the applicable party within three (3) Business Days of receipt of the 180-day periodFinal Decision. The Seller agrees to participate in fees, costs and expenses of the resolution method selected Arbitrator shall be borne equally by the Requesting PartyPurchaser and Seller.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the Indenture Trustee shall act at the direction of the Noteholders or Note Owners, as applicable, holding a majority of 37 Sale and Servicing Agreement (2016-2) 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).

Dispute Resolution. (a) If In the Owner Trustee event of any disagreement among any of the Interested Parties to this Agreement, or between any Noteholder of them and any other person, resulting in adverse claims or Verified Note Owner requests (by written notice demands being made with respect to TMCC the subject matter of this Agreement, or in the Seller) (event that the Escrow Agent, in good faith, is in doubt as to any action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands and refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such party making a requestevent, the “Requesting Party”), that a Receivable Escrow Agent shall not be repurchased due liable in any way or to an alleged breach of a representation and warranty in Section 3.01 of this Agreement any person for its failure or Section 2.03 of the Receivables Purchase Agreementrefusal to act, and the request has not been fulfilled Escrow Agent shall be entitled to continue to so refuse to act and refrain from acting until the Escrow Agent shall have received (i) a QSF Funding Instruction, (ii) a Return Instruction, or otherwise resolved (iii) an Earnings Instruction, in which case the Escrow Agent shall be authorized to disburse the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 Escrow Property in accordance with the terms of Section 7.02(d) of the Indenture)such QSF Funding Instruction, then the Requesting Party will Return Instruction, or Earnings Instruction. The Escrow Agent shall have the right to refer the matteroption, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 Seller will provide written direction after 30 calendar days’ notice 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice Interested Parties of its intention to refer the matter to mediationdo so, to refer petition Xxxxx Xxxxxxxx (the matter “Mediator”) by any appropriate method for instructions with respect to arbitrationany dispute or uncertainty related to this Agreement, including (without limitation) obligations imposed on the Interested Parties by the Settlement Agreement with respect to this Agreement. The Mediator’s resolution shall be final, binding, and enforceable on the Escrow Agent and Interested Parties. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such petition shall be paid by, and be the joint and several obligation of, the Interested Parties; provided, however, that, without altering or to institute a legal proceeding limiting the joint and several obligations of the Interested Parties to the Seller within thirty (30) days after Escrow Agent in this Section 6, the delivery of Interested Parties agree, solely as between themselves, that the obligation to pay such notice amounts shall be an obligation of the end of the 180non-day period. The Seller agrees to participate prevailing party in the resolution method selected such petition as finally determined by the Requesting PartyMediator or, if no such determination is made, then one-half by Sterigenics and one-half by the Plaintiffs’ QSF.

Dispute Resolution. In the event that a dispute exists as to whether ------------------ a matter is subject to environmental indemnification or payment or regarding the reasonableness of any cost or expense proposed or incurred, or otherwise associated with any Response Action or as to the appropriateness of any action taken (aor proposed to be taken) If the Owner Trustee or any Noteholder remedy proposed or Verified Note Owner requests selected for any Response Action, then the following procedure may be invoked. Within five business days of a party's receipt of documents, instruments or agreements describing or relating to a disputed matter, the party raising the dispute will provide to the other party notice that it objects to the matter at issue (by an "Objection Notice"). Within five ---------------- business days after receipt of the Objection Notice, each party shall appoint an independent third party environmental expert (collectively, the "Selecting --------- Consultants") who, within five business days after their appointment, ----------- collectively shall designate a third party environmental consultant (the "Third ----- Party Environmental Consultant") to make a determination with respect to such ------------------------------ matter. The Third Party Environmental Consultant must be unaffiliated with each of the Selecting Consultants and have neither any relationship nor conflict of interest with Sellers, GPX, Parent, or Buyer. Sellers, GPX, Parent and Buyer shall agree to release the Third Party Environmental Consultant of and from liability for the ultimate correctness of its decision, except for gross negligence, clear abuse of discretion, or fraud. The Selecting Consultants will provide simultaneous written notice to TMCC the parties of the Third Party Environmental Consultant's designation within five business days after its or the Seller) (any such party making a requesthis appointment. Within ten business days thereafter, the “Requesting Party”)parties will each send to the Third Party Environmental Consultant all information it deems relevant to the dispute including, that a Receivable be repurchased due to but not limited to, an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 outline of the Receivables Purchase Agreement, and party's position regarding the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting disputed matter. Such Third Party Environmental Consultant will review such information within one-hundred eighty (180) ten business days of the day it receives the information package from each of the parties and render its decision with respect thereto, and provide written notice of the same to each party. The Third Party Environmental Consultant's costs of review will be borne by the party whose position is not substantially adopted by the Third Party Environmental Consultant. Any costs charged by or associated with the Selecting Consultants shall be borne by the party that appointed the specific Selecting Consultant. With respect to time periods identified in this Section 11.3(d) where notice is --------------- directed to more than one person or entity, the date of receipt of such request by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will notice shall 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party of deemed the date when the 180-day period ends without resolution by last party receives the appropriate party, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Partyat issue.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC Seller, the Issuer or the SellerIndenture Trustee (at the direction of an Investor pursuant to Section 7.4 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a VCI or the Seller repurchase any Receivable be repurchased due pursuant to an alleged breach Section 3.4 of a representation and warranty in Section 3.01 of this the Purchase Agreement or Section 2.03 of 2.4 hereof (the Receivables Purchase Agreementparty or parties requesting to repurchase a receivable, the “Requested Party” or “Requested Parties”), as applicable, and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC VCI or the Seller (whichSeller, if sent by a Noteholder or Verified Note Owner to the Indenture Trusteeas applicable, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.029.24. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether If the Delinquency Trigger occurred. The Seller will provide written direction to Requesting Party is the Indenture Trustee instructing it acting at the direction of an Investor, such Investor shall make all decisions related to notify mediation or arbitration. VCI will inform the Requesting Party in writing upon a determination by VCI that a Receivable subject to a demand to repurchase will be repurchased and the monthly distribution report filed by the Issuer on Form 10-D for the Collection Period in which such Receivables were repurchased will include disclosure of such repurchase. A failure of VCI to inform the Requesting Party that a Receivable subject to a demand will be repurchased within 180 days of the date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end request shall be deemed to be a determination by VCI that no repurchase of that Receivable due to a breach of Section 3.4 of the 180Purchase Agreement is required. 39 2023-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party.1 Sale & Servicing Agreement

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee instructing it 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 notify 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, 37 Sale and Servicing Agreement (2016-1) Note Owner, or Certificateholder in making all decisions related to mediation or arbitration. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2019-3 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2019-3 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2019-3 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2019-3 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2019-3 Lease Agreement and the related 2019-3 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Trustee The Parties hereby agree that any dispute arising out of or any Noteholder or Verified Note Owner requests (by written notice relating to TMCC or the Seller) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of such request shall be settled 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.0211.13. Dispute resolution All arbitration shall be finally and conclusively determined by the decision of a board of arbitration consisting of three members (the “Board of Arbitration”) selected as hereinafter provided. Each of Buyer, on the one hand, and Seller or the Company, on the other hand, shall select one member and the third member shall be a retired judge selected by mutual agreement of the other members, or if the other members fail to resolve repurchase requests will reach agreement on a third member within 20 days after their selection, such third member, who shall be available regardless of whether Noteholders a retired judge, shall thereafter be selected by the American Arbitration Association (“AAA”) upon application made to it for a third member jointly by Buyer and Verified Note Owners voted to direct an Asset Representations Review Seller or whether the Delinquency Trigger occurredCompany, as applicable. The Seller will provide Board of Arbitration shall meet in New York, New York, and shall reach and render a decision in writing (concurred in by a majority of the members of the Board of Arbitration) specifying its finding of fact and conclusions of law. In connection with its proceedings, the Board of Arbitration shall follow the AAA Commercial Arbitration rules; provided, however, that if there is any conflict between the procedures set forth herein and the AAA rules, the provisions herein shall control. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than sixty days following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written direction decision to be delivered to the Indenture Trustee instructing it to notify Parties in the Requesting Party manner provided for the giving of the date when the 180-day period ends without resolution notices in Section 11.3. Any decision made by the appropriate party, which written direction will specify Board of Arbitration (either prior to or after the identity expiration of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180sixty-day period) shall be final, binding and conclusive on the Parties and entitled to be enforced to the fullest extent permitted by Law and entered in any Court. The Seller agrees non-prevailing Party in any arbitration shall bear its own expense in relation thereto, including such Party’s attorneys’ fees, if any, and the expenses and fees of each member of the Board of Arbitration. In addition, the prevailing Party in any arbitration shall be entitled to participate recover from the non-prevailing Party(ies) its reasonable and documented out-of-pocket expenses, including such Party’s attorneys’ fees, and costs incurred in relation thereto or in the resolution method selected by the Requesting Partyenforcement or collection of any judgment or award rendered therein.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation or arbitration. 38 Sale and Servicing Agreement (2017-2) If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) Should any disputes arise with respect to this Lease, the Landlord and the Tenant agree to act immediately to resolve any such disputes. Time is of the essence in the resolution of disputes. The Tenant agrees that the existence of a dispute notwithstanding, it will continue without delay to carry out all its responsibilities under this Lease that are not affected by the dispute. Should the Tenant fail to continue to perform its responsibilities as regards all non-disputed work without delay, any additional costs incurred by the Tenant or the Landlord as a result of such failure to proceed shall be borne by the Tenant and the Tenant shall make no claim against the Landlord for such costs. If the Owner Trustee or any Noteholder or Verified Note Owner requests (by Tenant and Landlord cannot resolve a dispute between them after good faith attempts to do so, a dissatisfied party shall submit the dispute to the Commissioner of the Indiana Department of Administration for resolution. The dissatisfied party shall give written notice to TMCC or the SellerCommissioner and the other party. The notice shall include (1) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 description of the Receivables Purchase Agreementdisputed issues, (2) the efforts made to resolve the dispute and the request has not been fulfilled or otherwise resolved (3) a proposed resolution. The Commission shall promptly issue a Notice setting out documents and materials to be submitted to the reasonable satisfaction of Commissioner in order to resolve the Requesting Party within one-hundred eighty (180) dispute; the Notice may also afford the parties the opportunity to make presentations and enter into further negotiations. Within 30 business days of the conclusion of the final presentations, the Commissioner shall issue a written decision and furnish it to both parties. The Commissioner's decision shall be the final and conclusive administrative decision unless either serves on the Commissioner and the other party, within ten (10) business days after receipt of such the Commissioner's decision, a written 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 for reconsideration and the Seller in accordance with the terms of Section 7.02(d) modification of the Indenture)written decision. If the Commissioner does not modify the written decision within 30 business days, then either party may take such other action helpful to resolving the Requesting Party will have dispute, including submitting the right dispute to refer an Indiana court of competent jurisdiction. If the matterparties accept the Commissioner’s decision, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant it may be memorialized as a written Amendment to this Section 11.02. Dispute resolution to resolve repurchase 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 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting PartyLease if appropriate.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 Party.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 request to pursue dispute resolution pursuant to this Section 9.24, the 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 (DRIVE 2018-4)

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2016-2 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2016-2 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2016-2 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2016-2 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2016-2 Lease Agreement and the related 2016-2 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Trustee Selling Parties and Buyer are unable to agree as to whether one or any Noteholder more IT Assets are to be included among the Substituted Assets (or Verified Note Owner requests the terms of the purchase, lease or license of such assets), the parties will compile a list of such disputed IT Assets (by the "Dispute List"). The Dispute List will, in the case of each category of disputed IT Asset, set forth the Selling Parties' choice and Buyer's choice of IT Asset to be deemed a Substituted Asset and the terms of the purchase, lease or license of such assets. The parties will refer the dispute to a technology consultant of nationally recognized standing (the "TECHNOLOGY CONSULTANT") to be selected in the following manner: the Selling Parties will select three (3) candidates and deliver a written notice containing the names of such candidates to TMCC Buyer, and within five (5) days of receiving such notice, Buyer will select one of such three candidates to serve as the Technology Consultant. The Technology Consultant may not be otherwise engaged by the Selling Parties or Buyer, or their respective Affiliates, in connection with the Sellertransactions contemplated under this Agreement and the Transaction Documents and shall not have performed any material services on behalf of the Selling Parties or Buyer, or their respective Affiliates, during the five (5) (any such party making a requestyears immediately preceding the date of this Agreement. Upon selection, the “Requesting Party”)Technology Consultant shall immediately be engaged by the parties, that a Receivable be repurchased due to an alleged breach of a representation with costs and warranty in Section 3.01 of this Agreement or Section 2.03 expenses of the Receivables Purchase AgreementTechnology Consultant to be borne equally be the Selling Parties, on the one hand, and Buyer, on the other hand. For a period of ten (10) days following the engagement of the Technology Consultant, the Selling Parties and Buyer shall be entitled to furnish the Technology Consultant with such supporting documentation as they deem reasonable to support their respective positions with respect any or all of the IT Assets on the Dispute List. The Technology Consultant shall resolve the dispute, with respect to each category of disputed IT Asset on the Dispute List, by choosing either the Selling Parties' or Buyer's choice of IT Asset (and either Selling Parties' or Buyers' terms of the purchase, lease or license of such assets), and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction decision of the Requesting Party within one-hundred eighty (180) days of Technology Consultant shall be final and binding on the receipt of 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 Selling Parties and the Seller in accordance with the terms of Section 7.02(d) of the Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurredBuyer. The Seller will provide written direction Technology Consultant shall resolve the dispute with respect to each category of IT Asset on 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller Dispute List within thirty (30) days after the delivery of such notice engagement of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting PartyTechnology Consultant.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 2018-2) 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests Requesting Investor (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that a the Bank repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichBank, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.029.26. Dispute resolution to resolve repurchase requests any Repurchase Request will be available regardless of whether the Noteholders and Verified Note Owners voted vote to direct an Asset Representations Review or whether the Delinquency Trigger occurredReview. The Bank will inform the Requesting Party in writing upon a determination by the Bank 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 will provide written direction 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 37 Sale and Servicing Agreement (USAA 2016-1) Receivable due to a breach of Section 3.4 of the Purchase Agreement is required. The Indenture Trustee shall not be deemed to have knowledge that any Repurchase Request remained unresolved for 180 days unless a Responsible Officer of the Indenture Trustee instructing it has actual knowledge that such Repurchase Request remained unresolved for 180 days or has received written notice that such Repurchase Request remained unresolved for 180 days. Other than the Indenture Trustee’s obligation to notify the Requesting Party Seller and the Bank of any demands communicated to a Responsible Officer of the date when Indenture Trustee for the 180-day period ends without resolution by repurchase or replacement of any Receivable for breach of the appropriate partyrepresentations and warranties concerning such Receivable pursuant to Section 9.21(c) of the Sale and Servicing Agreement, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period Indenture Trustee shall have ended. The Requesting Party must provide notice no obligation under the Indenture or any other Transaction Document to monitor and/or report the status of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Partyrepurchase requests.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 Party.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 request to pursue dispute resolution pursuant to this Section 9.24, the 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)

Dispute Resolution. (a) If the Owner Trustee or the Indenture Trustee requests (by written notice to TMCC or the Seller), or if any Noteholder or Verified Note Owner requests (by written notice to the Indenture Trustee, TMCC or the Seller) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of 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 IndentureSeller), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) 30 days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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 40 Sale and Servicing Agreement (SDART 2022-4) 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If the Owner Indenture Trustee requests (as permitted by Section 12.03 of the Indenture, and by written notice to the Servicer), or if any Noteholder or Verified Note Owner requests (by written notice to TMCC the Indenture Trustee or the SellerServicer) (any such party making a request, the “Requesting Party”), that a Receivable 2016-1 Lease be repurchased reallocated due to an alleged breach of a representation and warranty set forth in Section 3.01 2.15(a) of this Agreement or Section 2.03 of Servicing Supplement, the Receivables Purchase AgreementServicer will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureServicer), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.024.2. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must has to provide notice to the Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) 30 days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor reallocation activity or to independently determine which reallocation requests remain unresolved at the end of such 180-day period. The Seller Servicer agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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 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).

Dispute Resolution. (a) If the Owner Indenture Trustee requests (as permitted by Section 12.03 of the Indenture, and by written notice to the Servicer), or if any Noteholder or Verified Note Owner requests (by written notice to TMCC the Indenture Trustee or the SellerServicer) (any such party making a request, the “Requesting Party”), that a Receivable 2019-1 Lease be repurchased reallocated due to an alleged breach of a representation and warranty set forth in Section 3.01 2.15(a) of this Agreement or Section 2.03 of Servicing Supplement, the Receivables Purchase AgreementServicer will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureServicer), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.024.2. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must has to provide notice to the Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) 30 days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor reallocation activity or to independently determine which reallocation requests remain unresolved at the end of such 180-day period. The Seller Servicer agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2019-1 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2019-1 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2019-1 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2019-1 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2019-1 Lease Agreement and the related 2019-1 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee reasonable security or indemnity satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 Party.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 request to pursue dispute resolution pursuant to this Section 9.24, the 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 2018-4)

Dispute Resolution. The Parties recognize that a bona fide dispute as to certain matters may from time to time arise during the term of this Agreement relating to either Party’s rights or obligations hereunder or otherwise relating to the validity, enforceability or performance of this Agreement, including disputes relating to alleged breach or termination of this Agreement but excluding any determination of the validity of the Parties’ patents (a) If hereinafter, a “Dispute”). In the Owner Trustee or event of the occurrence of any Noteholder or Verified Note Owner requests (such Dispute, the JDC members shall use reasonable efforts to resolve such Dispute, provided that if, despite such reasonable efforts, such Dispute remains unresolved, the Parties shall, by written notice to TMCC or the Seller) other Party, have such Dispute referred to their respective senior officers designated below (and to any designated officer of a Bayer Sublicensee, if such party making a requestDispute involves such Sublicensee), for attempted resolution by good faith negotiations commencing promptly after such notice is received. Said designated senior officials of the Parties are as follows: For Bayer: Chief Scientific Officer; and For ImmunoGen: Chief Executive Officer. In the event the designated senior officials are not able to resolve such Dispute, the “Requesting Party”)Parties may seek to mediate their Dispute, that on terms and with a Receivable mediator mutually agreeable to the Parties, or may seek to arbitrate their Dispute, on mutually agreed upon terms and conditions, but neither Party shall be repurchased due required or obligated to an alleged breach of a representation mediate or arbitrate and warranty in Section 3.01 the dispute resolution provisions of this Agreement Section 11.12 are in addition to any other relief or Section 2.03 remedies available to either Party at law or equity. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Receivables Purchase AgreementSecurities Exchange Act of 1934, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase 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 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Partyamended.

Dispute Resolution. (a) If the Owner Indenture Trustee requests (as permitted by Section 12.03 of the Indenture, and by written notice to the Servicer), or if any Noteholder or Verified Note Owner requests (by written notice to TMCC the Indenture Trustee or the SellerServicer) (any such party making a request, the “Requesting Party”), that a Receivable 2021-1 Lease be repurchased reallocated due to an alleged breach of a representation and warranty set forth in Section 3.01 2.15(a) of this Agreement or Section 2.03 of Servicing Supplement, the Receivables Purchase AgreementServicer will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureServicer), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.024.2. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must has to provide notice to the Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) 30 days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor reallocation activity or to independently determine which reallocation requests remain unresolved at the end of such 180-day period. The Seller Servicer agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Indenture Trustee requests (as permitted by Section 12.03 of the Indenture, and by written notice to the Servicer), or if any Noteholder or Verified Note Owner requests (by written notice to TMCC the Indenture Trustee or the SellerServicer) (any such party making a request, the “Requesting Party”), that a Receivable 20[__]-[__] Lease be repurchased reallocated due to an alleged breach of a representation and warranty set forth in Section 3.01 2.15(a) of this Agreement or Section 2.03 of Servicing Supplement, the Receivables Purchase AgreementServicer will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureServicer), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.024.2. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must has to provide notice to the Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) 30 days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor reallocation activity or to independently determine which reallocation requests remain unresolved at the end of such 180-day period. The Seller Servicer agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Indenture Trustee requests (as permitted by Section 12.03 of the Indenture, and by written notice to the Servicer), or if any Noteholder or Verified Note Owner requests (by written notice to TMCC the Indenture Trustee or the SellerServicer) (any such party making a request, the “Requesting Party”), that a Receivable 2024-1 Lease be repurchased reallocated due to an alleged breach of a representation and warranty set forth in Section 3.01 2.15(a) of this Agreement or Section 2.03 of Servicing Supplement, the Receivables Purchase AgreementServicer will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureServicer), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.024.2. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must has to provide notice to the Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) 30 days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor reallocation activity or to independently determine which reallocation requests remain unresolved at the end of such 180-day period. The Seller Servicer agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Owner Trustee or Trustee, the Indenture Trustee, any Noteholder or Verified Note Owner requests (by written notice to TMCC Noteholder, the Depositor or the SellerIndenture Trustee on behalf of certain Noteholders in accordance with Section 2.5(b) (hereof has requested that the Servicer reallocate any such party making a request, 2021-1 Lease Agreement and the “Requesting Party”), that a Receivable be repurchased related 2021-1 Leased Vehicle to the Lending Facility Pool pursuant to Section 2.5(b) hereof due to an alleged breach of a representation and warranty in Section 3.01 of this with respect to such 2021-1 Lease Agreement or Section 2.03 of and the Receivables Purchase Agreementrelated 2021-1 Leased Vehicle (each, a “Reallocation Request”), and the request Reallocation Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request notice of the Reallocation Request by TMCC the Servicer (which resolution may take the form of a reallocation of the related 2021-1 Lease Agreement and the related 2021-1 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 Seller (whichcondition that led to the related breach in the manner set forth herein), if sent by a 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 Verified Note Owner to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller on behalf of certain Noteholders in accordance with the terms of Section 7.02(dfollowing sentence (any such Person, a “Requesting Party”) of the Indenture), then the Requesting Party will have the right to may refer the matter, at in its discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether arbitration; provided, that if 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 and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice 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) or binding third party arbitration, as directed 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 Sponsor and the Depositor and refer the matter to arbitration, mediation or to institute a legal proceeding arbitration according to the Seller within thirty (30) days after the delivery of such notice ADR Rules of the end of ADR Organization within 90 days following the date on which the Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller Servicer agrees to participate in the dispute resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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 39 Sale and Servicing Agreement (DRIVE 2017-2) 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).

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or 38 Sale and Servicing Agreement (DRIVE 2017-1) at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.25; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.25 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify be a “Requesting Party” or (ii) if the Owner Trustee declines to act in accordance with this Section 9.25 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 Party.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 request to pursue dispute resolution pursuant to this Section 9.25, the 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 9.25, 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 9.25(a). 39 Sale and Servicing Agreement (DRIVE 2017-1)

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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. 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 40 Sale and Servicing Agreement (SDART 2020-4) 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If the Owner Indenture Trustee requests (as permitted by Section 12.03 of the Indenture, and by written notice to the Servicer), or if any Noteholder or Verified Note Owner requests (by written notice to TMCC the Indenture Trustee or the SellerServicer) (any such party making a request, the “Requesting Party”), that a Receivable 2016-2 Lease be repurchased reallocated due to an alleged breach of a representation and warranty set forth in Section 3.01 2.15(a) of this Agreement or Section 2.03 of Servicing Supplement, the Receivables Purchase AgreementServicer will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such request by TMCC or the Seller Servicer (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be required forwarded to be forwarded by the Indenture Trustee to TMCC and the Seller in accordance with the terms of Section 7.02(d) of the IndentureServicer), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.024.2. Dispute resolution to resolve repurchase 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 Seller Servicer will provide written direction to direct the Indenture Trustee instructing it to 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, which written direction will specify the identity of party and that such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must has to provide notice to the Servicer of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) 30 days after the delivery of such notice of the end of the 180-day period. For the avoidance of doubt, the Indenture Trustee shall be under no obligation to monitor reallocation activity or to independently determine which reallocation requests remain unresolved at the end of such 180-day period. The Seller Servicer agrees to participate in the resolution method selected by the Requesting Party.

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 40 Sale and Servicing Agreement (DRIVE 2021-3) 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 PartyParties, 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 request to pursue dispute resolution pursuant to this Section 9.24, the 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).

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the 39 Sale and Servicing Agreement (DRIVE 2020-1) receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 Party.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 request to pursue dispute resolution pursuant to this Section 9.24, the 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). 40 Sale and Servicing Agreement (DRIVE 2020-1)

Dispute Resolution. (a) If the Seller, the Issuer, the Owner Trustee (in its discretion or any Noteholder or Verified Note Owner requests (by written notice at the direction of a Certificateholder pursuant to TMCC the Trust Agreement) or the SellerIndenture Trustee (in its discretion or at the direction of a Requesting Investor pursuant to Section 7.5 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a Santander Consumer repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 3.4 of the Receivables Purchase Agreement, Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) 180 days of the receipt of such notice of the request by TMCC or the Seller (whichSantander Consumer, 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 Indenture), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 9.24; provided, however, that (i) if the Indenture Trustee declines to resolve repurchase requests will be available regardless act in accordance with this Section 9.24 at the direction of whether Noteholders and Verified a Noteholder or Note Owners voted Owner due to direct an Asset Representations Review the failure of such Noteholder or whether Note Owner to offer the Delinquency Trigger occurred. The Seller will provide written direction Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee instructing it 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 notify 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 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. 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 date when the 180-day period ends without resolution by the appropriate party, which written direction will specify the identity receipt of such Requesting Party and the date as of which such 180-day period shall have ended. The Requesting Party must provide notice of its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller within thirty (30) days after the delivery of such notice of the end 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 180-day periodPurchase Agreement is required. The Seller agrees to participate in the resolution method selected 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 PartyParties, 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 request to 40 Sale and Servicing Agreement (DRIVE 2019-4) pursue dispute resolution pursuant to this Section 9.24, the 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).