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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests Investor (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that a the RPA Seller repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 2.03(c) 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 such Requesting Party within one-hundred eighty (180) days of the receipt of such notice of the request by TMCC or the Seller (whichRPA Seller, 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 mediation, non-binding arbitration) arbitration or third-party binding arbitration pursuant to this Section 11.025.14. Dispute resolution In order to resolve make a 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 partyrequest, which written direction will specify the identity of such Requesting Party and will provide a notice stating the date as of which such 180-day period shall have ended. request to the RPA Seller. (b) The Requesting Party must will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, to refer the matter to non-binding arbitration or binding arbitration, or to institute a legal proceeding as applicable, to the Seller within thirty (30) days after RPA Seller, with a copy to the delivery of such notice of Issuer, the end of Purchaser, the 180-day periodOwner Trustee and the Indenture Trustee. The RPA Seller agrees to that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (bc) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to s▇▇ in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written a Requesting Party provides notice to TMCC or the Seller) (any such party making of a request, the “Requesting Party”), that referral of a Receivable be repurchased due Repurchase Request 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 ADR Proceeding 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 party3.02, which written direction will specify the identity of such Requesting Party and shall (i) initiate 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 proceedings within thirty (30) 90 days after the delivery of such notice of the end of the 180-day periodperiod following the delivery of a Repurchase Request and (ii) provide notice (as defined by the Arbitration Rules) to JDCC and the Seller of its intent to pursue resolution through an ADR Proceeding and specifying whether such ADR Proceeding shall be mediation or arbitration within 30 days after receipt of the Repurchase Response Notice; and the Seller shall acknowledge and respond to such notice within 30 days after its receipt of such notice. The Seller agrees to participate in the resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered Seller and the Requesting Party shall agree on a neutral mediator approved by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws FINRA within 15 days of the State Seller’s acknowledgement of New York and the notice set forth in Section 11.02(a); provided that the mediator shall be an attorney specializing in commercial litigation with at least 15 years of experience experience, admitted to practice law in the State of New York and who will shall be appointed from a list of neutrals maintained by JAMSFINRA. Upon being supplied In the event the Seller and Requesting Party cannot agree on a list mediator, one will be appointed by FINRA in accordance with the applicable Arbitration Rules in effect at the time of at least 10 potential mediators by JAMS each party will have such proceeding. (ii) The Seller and the right to exercise two peremptory challenges within fourteen (14) days Requesting Party shall mutually agree upon the allocation of the expenses incurred in connection with the mediation; provided, however, that if the Seller and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys Requesting Party do not agree on the list respecting allocation of expenses, such allocation between the preference choices Seller and the Requesting Party shall be determined in accordance with the Arbitration Rules in effect at the time of the parties to the extent possiblesuch proceeding. (iii) The parties will Seller and the Requesting Party shall use commercially reasonable efforts to begin the mediation within thirty (30) 30 days of the selection of the mediator and to conclude the mediation within sixty (60) 90 days of the start of the mediation. (iv) If the Seller and the Requesting Party fail to agree at the completion of the mediation, the Requesting Party may submit the Repurchase Request to binding arbitration in accordance with Section 11.02(c). (c) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The fees matter will be referred to a panel of three arbitrators to be selected in accordance with Arbitration Rules in effect at the time of the arbitration (the “Panel”). The Panel will have the authority to schedule, hear and determine any motions, including dispositive and discovery motions, according to New York law, and will do so at the motion of any party. (ii) The following procedural time limits shall apply: (A) Discovery shall be completed within 30 days of appointment of the Panel; (B) The evidentiary hearing on the merits shall commence no later than 60 days following the appointment of the Panel and shall proceed for no more than 10 consecutive Business Days, with equal time allotted to each side for the presentation of direct evidence and cross examination; and (C) The Panel shall render its decision on the Repurchase Request within 90 days of the selection of the Panel; provided that in each case, the Panel may modify such time limits if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties. (iii) The following limitation on the arbitration proceeding shall apply: (A) each party shall be limited to two witness depositions not to exceed five hours; (B) each party shall be limited to two interrogatories; (C) each party shall be limited to one document request; and (D) each party shall be limited to one request for admissions; provided that in each case, the Panel may modify such time limits if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties. (iv) Any briefs submitted in the arbitration shall be no more than 10 pages each and shall be limited to (i) initial statements of the case, (ii) discovery motions and (iii) a pre-hearing brief. (v) The Panel shall decide the Repurchase Request in accordance with this Agreement (including any choice of law provisions stated herein). (vi) The Panel shall not be permitted to award punitive or special damages. (vii) The Panel will also determine which of the Seller or the Requesting Party will be responsible for paying the dispute resolution fees, including attorneys’ fees, incurred in this process. Judgment on the award will be entered in any court having jurisdiction. Once the representations and warranties with respect to a Receivable have been reviewed by a Panel, the Panel’s decision will be binding with respect to that Receivable, and such Receivable may not be the subject of any additional mediation or arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York; (ii) The details and/or existence of any unfulfilled Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled Repurchase Request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information. (iii) Under no circumstances will the Indenture Trustee, when acting as Requesting Party on behalf of Noteholders, be liable for any costs or expenses that could be allocated to the Requesting Party in any dispute resolution proceeding. (iv) The place of any mediation or arbitration shall be in New York City, but any party may appear by video conference or teleconference. (e) If FINRA no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, as applicable, selected by the Seller, using its relevant rules then in effect. However, if any such rules are inconsistent with the terms of the mediation or arbitration stated in this Agreement, the terms of this Agreement will be allocated as mutually agreed by the parties as part of the mediationapply.

Dispute Resolution. (a) 5.1 The Parties hereby establish a dispute resolution process for the resolution of disputes under this Agreement wherein the PSC conducts the arbitration of the dispute. The dispute resolution process shall apply to all Reliability Rules including Local Reliability Rules. If the Owner Trustee NYSRC determines that the ISO has not complied with or any Noteholder effectively implemented a Reliability Rule, or Verified Note Owner requests (by written notice to TMCC or if the Seller) (any such party making a request, the “Requesting Party”), ISO determines that a Receivable Reliability Rule is unnecessary or should be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 modified, representatives of the Receivables Purchase Agreement, NYSRC and the ISO shall upon 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 (whicheither Party, 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 meet within thirty (30) days after to discuss and attempt to resolve 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 Partymatter. (b) 5.2 If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant Parties are unable to its Mediation Procedures resolve a dispute described in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation Section 5.1 herein within thirty (30) days by mutual agreement (unless extended by mutual consent of the selection Parties), such dispute may be submitted to the PSC by either Party in a written statement describing the nature of the mediator dispute and the issues to conclude be resolved. If the mediation within sixty (60) days enactment of a new Reliability Rule or a modification of an existing Reliability Rule leads to a dispute, the ISO Board of Directors may request that the effectiveness of the start new Reliability Rule or the modification of an existing Reliability Rule be suspended pending the outcome of the mediationdispute resolution process. Upon such a request by the ISO Board, the NYSRC shall suspend implementation of the new Reliability Rule or the enactment of the modification pending resolution of the dispute by the PSC. Notwithstanding the foregoing, the PSC may direct that the new Reliability Rule or modification of an existing Reliability Rule go into effect immediately upon a finding that suspension of the Reliability Rule could put the reliability of the NYS Power System at risk. 5.3 Any dispute between the ISO and the NYSRC concerning a Reliability Rule that affects not only reliability but also matters subject to the Commission's jurisdiction under the Federal Power Act (ivsuch as a transmission line loading relief rule that affects the curtailment provisions of an ISO Tariff) must be resolved directly by the Commission, and not submitted first to the PSC. Other matters may be resolved in the first instance by the PSC, as provided for in this Article. 5.4 The fees PSC shall, on an expedited basis, (as permitted by PSC regulations) evaluate and expenses determine whether the dispute should be: (1) dismissed; or (2) accepted for arbitration. The PSC may dismiss a dispute if: a. the complaining Party failed to negotiate in good-faith; b. the dispute does not reasonably relate to the Reliability Rules or their application; or c. the claim is de minimis. 5.5 If the PSC accepts the dispute for arbitration, the following procedure shall be followed: a. The PSC shall have the authority to make a determination with respect to any contention by the ISO that a Reliability Rule is unnecessary or should be modified, or by the NYSRC that a Reliability Rule has not been effectively implemented by the ISO. The PSC shall have no power to modify or change any Agreement or a provision of any ISO Tariff, or otherwise create any additional rights or obligations for any Party. The scope of the mediation will PSC's decision under this Agreement shall be allocated as mutually agreed limited to the issues presented for arbitration. b. The PSC staff shall have the ability to review Reliability Rules and their implementation by the parties as part ISO. If the PSC staff determines that a Reliability Rule is unwarranted or should be modified or that a Reliability Rule is not being effectively implemented by the ISO, PSC staff may raise that issue with the NYSRC and the ISO. If the issue is not resolved among the PSC staff, the NYSRC and ISO, the PSC staff may initiate an arbitration proceeding before the PSC with respect to the issue. The PSC shall conduct a proceeding brought by the PSC staff under the same procedures applicable to a proceeding initiated by the NYSRC or the ISO under this Agreement. c. The PSC shall determine discovery procedures, intervention rights, evidentiary rules, procedures for submission of written materials, and other such procedural matters, taking into account the complexity of the mediationissues involved, the extent to which factual matters are disputed and the extent to which the credibility of witnesses is relevant to a resolution. Each Party to the dispute shall produce all evidence determined by the PSC to be relevant to the issues presented. To the extent such evidence involves proprietary or Confidential Information, the PSC may issue an appropriate protective order which shall be complied with by all disputing Parties. The PSC may elect to resolve the arbitration matter solely on the basis of written evidence and arguments. d. The PSC shall consider all issues underlying the dispute and the PSC shall take evidence submitted by the disputing Parties in accordance with procedures established by the PSC and may request additional information including the opinion of recognized technical bodies or experts. Disputing Parties shall be afforded a reasonable opportunity to rebut any such additional information. e. The PSC may permit intervention by an interested third party provided that a request to intervene is timely and the PSC finds that such intervention will enhance the arbitration process and will not cause undue delay. All intervenors shall be required to comply with all applicable procedural rules established by the PSC pursuant to Section 5.4 (c) herein. f. After conclusion of the discovery process and after providing the Parties with an opportunity to be heard, the PSC shall render a written decision, including findings of fact and the basis for the decision. The PSC shall make a specific finding that its decision will adequately protect the reliability of the NYS Power System and state the reasons for such finding. 5.6 The order of the PSC may be entered on the award by any court in New York State having jurisdiction. Within one (1) year of the arbitration decision, a Party may request that the Commission vacate, modify, or take such other action as may be appropriate with respect to any arbitration decision that is: a. based upon an error of law; b. contrary to the statutes, rules, or regulations of any appropriate regulatory entity having jurisdiction; c. violative of the Federal Arbitration Act or Administrative Dispute Resolution Act; or d. involves a dispute in excess of $500,000. 5.7 Nothing in this Article shall restrict the rights of any Party to file a complaint or a rate or tariff change with the Commission under the relevant provisions of the Federal Power Act.

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or Verified Note Owner requests the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Seller and/or AmeriCredit repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) (each, a “Repurchase Request”), 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 request notice of the Repurchase Request by TMCC or the Seller or AmeriCredit, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or AmeriCredit, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trusteerelated breach in the manner set forth herein or in the Purchase Agreement, 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 Indentureas applicable), then the Requesting Party will have the right to may refer the matter, at in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02arbitration. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review representing five percent or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party more of the date when Outstanding Amount of the 180most senior Class of Notes then outstanding may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-day period ends without resolution binding arbitration) or binding third-party arbitration, as directed by the appropriate partysuch Noteholders, which written direction will specify the identity on behalf of such Requesting Party and the date as of which such 180-day period shall have endedNoteholders. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding 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 agrees and the Servicer agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.13(b), the date hereofprocedures in this Section 3.13(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators 15 years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin the mediation start within thirty (30) days of 15 Business Days after the selection of the mediator and to conclude the mediation within sixty (60) 30 days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with 30 days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than 90 days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or AmeriCredit. Any party or witness may participate by teleconference or video conference. (ii) The Seller, AmeriCredit and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor AmeriCredit will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any a Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that the Seller and/or Exeter repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) (each, a “Repurchase Request”), 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) days of the receipt of such request notice of the Repurchase Request by TMCC or the Seller or Exeter, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or Exeter, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trustee, will be required to be forwarded by related breach in the Indenture Trustee to TMCC and manner set forth herein or in the Seller in accordance with the terms of Section 7.02(d) of the IndenturePurchase Agreement), 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 by providing notice to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders Exeter and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction within ninety (90) days after the date on which the Form 10-D is filed that relates to the Indenture Trustee instructing it to notify Collection Period during which the Requesting Party of the date when the related 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 and Exeter agree to participate in the dispute resolution method selected by the Requesting Party. If a Noteholder sends a Repurchase Request to the Indenture Trustee, the Indenture Trustee shall promptly forward such Repurchase Request to the Seller and/or Exeter, as applicable. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.4(b), the date hereofprocedures in this Section 3.4(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen fifteen (1415) days and to rank the remaining potential mediators years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty fifteen (3015) days Business Days of the selection of the mediator and to conclude the mediation within sixty thirty (6030) days of the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to binding arbitration under this Section 3.4 or adjudicate the dispute in court. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.4(c), the procedures in this Section 3.4(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator in binding arbitration will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting binding arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or Exeter. Any party or witness may participate by teleconference or video conference. (ii) The Seller, Exeter and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor Exeter will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.4 (collectively, the “Representatives”)), except (A) as required by law, regulatory requirement or court order, (B) to the extent that Exeter, in its sole discretion, elects to disclose such information or (C) to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing party (a) directs such Representatives or the Asset Representations Reviewer, as applicable, to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its expense all reasonable measures to restrain such Representatives from disclosing such information. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party (to the extent not prohibited by law, court order, or regulatory authority) and will provide the other party with the opportunity to object to the production of its confidential information. If, in the absence of a protective order, such party or any of its Representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or Verified Note Owner requests the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Seller and/or GM Financial repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) hereof (each, a “Repurchase Request”), and the request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-one hundred eighty (180) days of the receipt of such request notice of the Repurchase Request by TMCC or the Seller or GM Financial, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or GM Financial, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trusteerelated breach in the manner set forth herein or in the Purchase Agreement, 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 Indentureas applicable), then the Requesting Party will have the right to may refer the matter, at in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02arbitration. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review representing 5% or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party more of the date when Outstanding Amount of the 180Controlling Class may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-day period ends without resolution binding arbitration) or binding third-party arbitration, as directed by the appropriate partysuch Noteholders, which written direction will specify the identity on behalf of such Requesting Party and the date as of which such 180-day period shall have endedNoteholders. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding according to the Seller ADR Rules of the ADR Organization within thirty ninety (3090) days after following the delivery of such notice of date on which the end of Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller agrees and GM Financial agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.13(b), the date hereofprocedures in this Section 3.13(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen fifteen (1415) days and to rank the remaining potential mediators years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin start within fifteen (15) Business Days after the mediation selection of the mediator and conclude within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five (5) hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the Basic Documents, and may not modify or change this Agreement or the Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or GM Financial. Any party or witness may participate by teleconference or video conference. (ii) The Seller, GM Financial and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor GM Financial will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests Investor (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that a the RPA Seller repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 2.03(c) 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 such Requesting Party within one-hundred eighty (180) days of the receipt of such notice of the request by TMCC or the Seller (whichRPA Seller, 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 mediation, non-binding arbitration) arbitration or third-party binding arbitration pursuant to this Section 11.025.14. Dispute resolution In order to resolve make a 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 partyrequest, which written direction will specify the identity of such Requesting Party and will provide a notice stating the date as of which such 180-day period shall have ended. request to the RPA Seller. (b) The Requesting Party must will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, to refer the matter to non-binding arbitration or binding arbitration, or to institute a legal proceeding as applicable, to the Seller within thirty (30) days after RPA Seller, with a copy to the delivery of such notice of Issuer, the end of Purchaser, the 180-day periodOwner Trustee and the Indenture Trustee. The Seller RPA S▇▇▇▇▇ agrees to that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (bc) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sue in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or Verified Note Owner requests the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Seller and/or GM Financial repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) hereof (each, a “Repurchase Request”), 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 request notice of the Repurchase Request by TMCC or the Seller or GM Financial, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or GM Financial, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trusteerelated breach in the manner set forth herein or in the Purchase Agreement, 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 Indentureas applicable), then the Requesting Party will have the right to may refer the matter, at in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02arbitration. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review representing five percent or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party more of the date when Outstanding Amount of the 180Controlling Class may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-day period ends without resolution binding arbitration) or binding third-party arbitration, as directed by the appropriate partysuch Noteholders, which written direction will specify the identity on behalf of such Requesting Party and the date as of which such 180-day period shall have endedNoteholders. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding 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 agrees and GM Financial agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.13(b), the date hereofprocedures in this Section 3.13(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators 15 years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin the mediation start within thirty (30) days of 15 Business Days after the selection of the mediator and to conclude the mediation within sixty (60) 30 days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with 30 days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than 90 days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or GM Financial. Any party or witness may participate by teleconference or video conference. (ii) The Seller, GM Financial and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor GM Financial will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. (a) If a Requesting Party submits a Repurchase Request to the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice Seller pursuant 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 7.02 of this Agreement or Section 2.03 of the Receivables Purchase 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 (whichSeller, 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 11.027.17. Dispute resolution to resolve any repurchase requests 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 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. Review. (b) The Requesting Party must will provide notice in accordance with the provisions of Section 7.07 of its intention to refer the matter to mediationmediation (including non-binding arbitration) or binding arbitration, as applicable, to refer the matter to arbitrationSeller, or to institute with a legal proceeding copy to the Seller within thirty (30) days after Issuer, the delivery of such notice of Depositor, the end of Owner Trustee and the 180-day periodIndenture Trustee. The Seller agrees to that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the Repurchase Request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Requesting Party or the Seller or become the subject of a subsequent Repurchase Request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (bc) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the Requesting Party and the Seller as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the Requesting Party and the Seller, and if the Requesting Party and the Seller are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of at least 10 potential mediators neutrals maintained by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possibleAAA. (iii) The parties arbitrator will use commercially reasonable efforts make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to begin award punitive damages or consequential damages in any arbitration conducted by it, and the mediation within thirty (30) days Requesting Party shall not be required to pay more than the applicable Purchased Amount with respect to any receivable which such Requesting Party is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the selection arbitration (including the fees of the mediator and to conclude the mediation within sixty (60) days arbitrator, cost of any record or transcript of the start arbitration, and administrative fees) and reasonable attorneys’ fees to the Requesting Party and the Seller as determined by the arbitrator in its reasonable discretion. The determination of the mediationarbitrator will be in writing and counterpart copies will be promptly delivered to the Requesting Party and the Seller. For binding arbitration, the determination of the arbitrator will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the Requesting Party and the Seller and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to s▇▇ in court, including the right to a trial by jury. (e) The fees following provisions will apply to both mediations (including non-binding arbitrations) and expenses arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Seller; (ii) Notwithstanding this dispute resolution provision, the Requesting Party and the Seller will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled Repurchase Request, any meetings or discussions regarding any unfulfilled Repurchase Request, mediations or arbitration proceedings conducted under this Section 7.17, including all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation Requesting Party and the Seller’s attempt to resolve an unfulfilled Repurchase Request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 7.17) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the Requesting Party, in its sole discretion, elects to disclose such information. Such information will be allocated kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as mutually agreed reasonably required in connection with any resolution procedure under this Section 7.17), if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the parties recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of the mediationsuch Confidential Information that is required to be disclosed.

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. ▇▇▇▇▇▇▇▇▇ 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 receipt of notice of the 180-day period ends without resolution 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 appropriate partyPurchaser 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, which written direction will specify shall include disclosure regarding the identity date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party and the date as of which such 180-day period shall have endedthe 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 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 pursuant to this Section 3.7, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 3.7(a). (b) The Requesting Party must will provide notice in accordance with the provisions of Section 4.2 of its intention to refer the matter to mediationmediation (including nonbinding arbitration) or arbitration, as applicable, to refer the matter to arbitrationSantander Consumer, or to institute with a legal proceeding copy to the Seller within thirty (30) days after Issuer, the delivery of such notice of Purchaser, the end of Owner Trustee and the 180-day periodIndenture Trustee. The Seller ▇▇▇▇▇▇▇▇▇ Consumer agrees to that it will participate in the resolution method selected by the Requesting Party. Santander Consumer shall provide notice to the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee that Santander Consumer has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Purchaser, the Issuer, the Owner Trustee (acting at the direction of a Certificateholder), and the Indenture Trustee (acting at the direction of a Noteholder or Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding arbitration) or arbitration pursuant to this Section 3.7 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party is (i) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), any decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, and (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or arbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (bc) If the Requesting Party selects mediation (including non-binding nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and Santander Consumer shall not be required to pay more than the applicable Repurchase Price with respect to any receivable which Santander Consumer is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination may be enforced in any court of competent jurisdiction. (iv) No person may bring a putative or certified class action to arbitration. (e) The following provisions will apply to both mediations (including nonbinding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and Santander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 3.7, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 3.7) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that Santander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 3.7, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If the 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. ▇▇▇▇▇▇▇▇▇ 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 receipt of notice of the 180-day period ends without resolution 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 appropriate partyPurchaser 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, which written direction will specify shall include disclosure regarding the identity date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party and the date as of which such 180-day period shall have endedthe 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 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 pursuant to this Section 3.7, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 3.7(a). (b) The Requesting Party must will provide notice in accordance with the provisions of Section 4.2 of its intention to refer the matter to mediationmediation (including nonbinding arbitration) or arbitration, as applicable, to refer the matter to arbitrationSantander Consumer, or to institute with a legal proceeding copy to the Seller within thirty (30) days after Issuer, the delivery of such notice of Purchaser, the end of Owner Trustee and the 180-day periodIndenture Trustee. The Seller Santander Consumer agrees to that it will participate in the resolution method selected by the Requesting Party. Santander Consumer shall provide notice to the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee that Santander Consumer has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Purchaser, the Issuer, the Owner Trustee (acting at the direction of a Certificateholder), and the Indenture Trustee (acting at the direction of a Noteholder or Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding arbitration) or arbitration pursuant to this Section 3.7 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party is (i) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), any decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, and (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or arbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (bc) If the Requesting Party selects mediation (including non-binding nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and Santander Consumer shall not be required to pay more than the applicable Repurchase Price with respect to any receivable which Santander Consumer is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination may be enforced in any court of competent jurisdiction. (iv) No person may bring a putative or certified class action to arbitration. (e) The following provisions will apply to both mediations (including nonbinding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and Santander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 3.7, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 3.7) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that Santander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 3.7, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If a Requesting Party submits a Repurchase Request to the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice Seller pursuant 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 7.02 of this Agreement or Section 2.03 of the Receivables Purchase 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 (whichSeller, 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 11.027.17. Dispute resolution to resolve any repurchase requests 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 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. Review. (b) The Requesting Party must will provide notice in accordance with the provisions of Section 7.07 of its intention to refer the matter to mediationmediation (including non-binding arbitration) or binding arbitration, as applicable, to refer the matter to arbitrationSeller, or to institute with a legal proceeding copy to the Seller within thirty (30) days after Issuer, the delivery of such notice of Depositor, the end of Owner Trustee and the 180-day periodIndenture Trustee. The Seller agrees to that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the Repurchase Request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Requesting Party or the Seller or become the subject of a subsequent Repurchase Request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (bc) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the Requesting Party and the Seller as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the Requesting Party and the Seller, and if the Requesting Party and the Seller are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of at least 10 potential mediators neutrals maintained by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possibleAAA. (iii) The parties arbitrator will use commercially reasonable efforts make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to begin award punitive damages or consequential damages in any arbitration conducted by it, and the mediation within thirty (30) days Requesting Party shall not be required to pay more than the applicable Purchased Amount with respect to any receivable which such Requesting Party is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the selection arbitration (including the fees of the mediator and to conclude the mediation within sixty (60) days arbitrator, cost of any record or transcript of the start arbitration, and administrative fees) and reasonable attorneys’ fees to the Requesting Party and the Seller as determined by the arbitrator in its reasonable discretion. The determination of the mediationarbitrator will be in writing and counterpart copies will be promptly delivered to the Requesting Party and the Seller. For binding arbitration, the determination of the arbitrator will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the Requesting Party and the Seller and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sue in court, including the right to a trial by jury. (e) The fees following provisions will apply to both mediations (including non-binding arbitrations) and expenses arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Seller; (ii) Notwithstanding this dispute resolution provision, the Requesting Party and the Seller will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled Repurchase Request, any meetings or discussions regarding any unfulfilled Repurchase Request, mediations or arbitration proceedings conducted under this Section 7.17, including all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation Requesting Party and the Seller’s attempt to resolve an unfulfilled Repurchase Request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 7.17) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the Requesting Party, in its sole discretion, elects to disclose such information. Such information will be allocated kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as mutually agreed reasonably required in connection with any resolution procedure under this Section 7.17), if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the parties recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of the mediationsuch Confidential Information that is required to be disclosed.

Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value or the arithmetic calculation of the Warrant Shares (aas the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (i) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder or the Company (as the case may be) learned of the circumstances giving rise to such dispute. 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, Holder and the request has not been fulfilled Company are unable to agree upon such determination or otherwise resolved to calculation (as 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(dcase may be) of the IndentureExercise Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value or the number of Warrant Shares (as the case may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder (as the case may be), then the Requesting Party will have Company shall, within two (2) Business Days submit via facsimile (a) 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 arithmetic calculation of the date when Warrant Shares, 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 disputed determination of the end of Exercise Price, the 180-day period. The Seller agrees Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value (as the case may be) to participate in the resolution method an independent, reputable investment bank selected by the Requesting Party. Holder, with the consent of the Company (which may not be unreasonably withheld, conditioned or delayed), or (b) If if acceptable to the Requesting Party selects mediation Holder, the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant (including non-binding arbitration) as the resolution method, case may be) to perform the following provisions will apply: determinations or calculations (ias the case may be) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on and notify the date hereof. (ii) The mediator will be impartial, knowledgeable about Company and experienced with the laws Holder of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen results no later than ten (1410) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator Business Days from the remaining attorneys on time it receives such disputed determinations or calculations (as the list respecting case may be). Such investment bank’s or accountant’s determination or calculation (as the preference choices of the case may be) shall be binding upon all parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) absent demonstrable error. The fees and expenses of the mediation will such investment bank or accountant shall be allocated as mutually agreed borne by the parties in the same proportion as part of the mediationrespective amounts by which the investment bank’s or accountant’s determination differs from such party’s calculation.

Dispute Resolution. (a) If any Receivable is subject to repurchase pursuant to Section 3.4 of this Agreement, which repurchase is not resolved in accordance with 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 terms 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-one hundred eighty (180) days of after notice is delivered to the receipt of such request by TMCC or the Seller (which, if sent Bank by a Noteholder or Verified Note Owner to the Indenture TrusteeRequesting Investor, 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 Investor providing such notice (the “Requesting Party”) will have the right to refer the matter, at its discretion, to either third-party mediation (including non-binding nonbinding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution 3.11 and the Bank is hereby deemed 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 consent to the Indenture Trustee instructing it to notify selected resolution method. At the end of the 180-day period described above, the Bank may provide notice informing the Requesting Party of the date when status of its request or, in the 180-day period ends without resolution by absence of any such notice, 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 endedmay presume that its request remains unresolved. The Requesting Party must provide written notice of its intention to refer the matter to mediation, to refer the matter to mediation (including nonbinding arbitration, ) or to institute a legal proceeding arbitration to the Seller Bank within thirty (30) days after the delivery of following such notice of the end of the 180-day period180th day. The Seller Bank agrees to participate in the resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The the mediation will be administered by JAMS the American Arbitration Association (the “AAA”) pursuant to its Commercial Arbitration Rules and Mediation Procedures in effect on at the date hereof.time the mediation is initiated (the “Rules”); provided, that if any of the provisions in the Rules are inconsistent with the procedures for the mediation or arbitration stated in this Agreement, the procedures in this Agreement will control; (ii) The the mediator will must be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMSQualified Dispute Resolution Professional. Upon being supplied a list list, by the AAA, of at least 10 ten (10) potential mediators by JAMS that are each party Qualified Dispute Resolution Professionals, each of the Requesting Party and the Bank will have the right to exercise two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS preference. The AAA will select the mediator from the remaining attorneys potential mediators on the list list, respecting the preference choices of the parties to the extent possible.; (iii) The parties each of the Requesting Party and the Bank will use commercially reasonable efforts to begin the mediation within thirty ten (3010) days Business Days of the selection of the mediator and to conclude the mediation within sixty thirty (6030) days of the start of the mediation.; (iv) The the fees and expenses of the mediation will be allocated as mutually agreed by the parties Requesting Party and the Bank as part of the mediation; and (v) a failure by the Requesting Party and the Bank to resolve a disputed matter through mediation shall not preclude either party from seeking a resolution of such matter through the initiation of a judicial proceeding in a court of competent jurisdiction, subject to Section 3.11(d) below. (c) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) the arbitration will be held in accordance with the United States Arbitration Act, notwithstanding any choice of law provision in this Agreement, and under the auspices of the AAA and in accordance with the Rules; (ii) if the repurchase request specified in Section 3.11(a) involves the repurchase of an aggregate amount of Receivables with an aggregate Outstanding Principal Balance of less than five percent (5%) of the total Outstanding Principal Balance of the Receivables as of the date of such repurchase request, a single arbitrator will be used. That arbitrator must be a

Dispute Resolution. (a) If the Issuer, the Owner Trustee, the Indenture Trustee (acting at the written direction of a Noteholder) or any a Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Trust Depositor and/or the Seller repurchase a Receivable be repurchased Contract due to an alleged breach of a representation and warranty set forth on Exhibit J hereto or in Section 3.01 of this Agreement or Section 2.03 3.02 of the Receivables Purchase AgreementSale and Transfer Agreement (each, a “Repurchase Request”), and the request Repurchase Request has not been fulfilled or otherwise resolved to within 180 days after the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of such request by TMCC Trust Depositor or the Seller (whichreceives the Repurchase Request, 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 Party, including a Beneficial Owner of a Note, 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 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 endedarbitration. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding according to the Seller ADR Rules of the ADR Organization within thirty (30) 90 days after the delivery of such notice of the end of the 180-day period. The Trust Depositor and the Seller agrees agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 7.12, the date hereofprocedures in this Section 7.12 will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators 15 years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin the mediation start within thirty (30) 15 days of after the selection of the mediator and to conclude the mediation within sixty (60) 30 days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 7.12 or may commence legal proceedings to resolve the dispute. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 7.12, the procedures in this Section 7.12 will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within 30 days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than 90 days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other Transaction Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator in binding arbitration will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting binding arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Trust Depositor or the Seller. Any party or witness may participate by teleconference or video conference. (ii) The Trust Depositor, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Trust Depositor nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 7.12), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information. (iv) For the avoidance of doubt, the Indenture Trustee shall not be deemed to be a Requesting Party in its individual capacity, but solely acting in its capacity as Indenture Trustee, on behalf of the requesting Noteholders.

Dispute Resolution. (aA) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice Any dispute as to TMCC or the Seller) (any such party making whether a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach Charge-Off 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 oneShared-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 Loss Asset was made in accordance with Examination Criteria shall be resolved by the Assuming Institution’s Chartering Authority. (B) With respect to any other dispute arising under the terms of Section 7.02(d) of this Commercial Shared-Loss Agreement which the Indenture), then the Requesting Party will have the right to refer the parties hereto cannot resolve after having negotiated such matter, at its discretionin good faith, 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 for a legal proceeding to the Seller within thirty (30) days after day period, other than a dispute the delivery Corporation is not permitted to submit to arbitration under the Administrative Dispute Resolution Act of 1996 (“ADRA”), as amended, such notice other dispute shall be resolved by determination of a review board (a “Review Board”) established pursuant to Section 2.1(f). Any Review Board under this Section 2.1(f) shall follow the provisions of the end Federal Arbitration Act and shall follow the provisions of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting PartyADRA. (bC) If Any determination by the Requesting Party selects mediation (including non-Assuming Institution’s Chartering Authority or by a Review Board shall be conclusive and binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereofparties hereto and not subject to further dispute, and judgment may be entered on said determination in accordance with applicable arbitration law in any court having jurisdiction thereof. (ii) The mediator A Review Board shall consist of three (3) members, each of whom shall have such expertise as the Corporation and the Assuming Institution agree is relevant. As appropriate, the Receiver or the Corporation (the “FDIC Party”) will select one member, one member will be impartial, knowledgeable about selected by the Assuming Institution and experienced with the laws third member (the “Neutral Member”) will be selected by the other two members. The member of the State Review Board selected by a party may be removed at any time by such party upon two (2) days’ written notice to the other party of New York the selection of a replacement member. The Neutral Member may be removed by unanimous action of the members appointed by the FDIC Party and an attorney specializing in commercial litigation with at least 15 years the Assuming Institution after two (2) days’ prior written notice to the FDIC Party and the Assuming Institution of experience and who will be appointed from the selection of a list of neutrals maintained by JAMSreplacement Neutral Member. Upon being supplied In addition, if a list of at least 10 potential mediators by JAMS each party will have the right Neutral Member fails for any reason to exercise two peremptory challenges within fourteen (14) days and serve or continue to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys serve on the list respecting Review Board, the preference choices of other remaining members shall so notify the parties to the extent possibledispute and the Neutral Member in writing that such Neutral Member will be replaced, and the Neutral Member shall thereafter be replaced by the unanimous action of the other remaining members within twenty (20) business days of that notification. (iii) The parties will use commercially reasonable efforts No dispute may be submitted to begin the mediation within thirty (30) days a Review Board by any of the parties to this Commercial Shared-Loss Agreement unless such party has provided to the other party a written notice of dispute (“Notice of Dispute”). During the forty-five (45)-day period following the providing of a Notice of Dispute, the parties to the dispute will make every effort in good faith to resolve the dispute by mutual agreement. As part of these good faith efforts, the parties should consider the use of less formal dispute resolution techniques, as judged appropriate by each party in its sole discretion. Such techniques may include, but are not limited to, mediation, settlement conference, and early neutral evaluation. If the parties have not agreed to a resolution of the dispute by the end of such forty-five (45)-day period, then, subject to the discretion of the Corporation and the written consent of the Assuming Institution as set forth in Section 2.1(f)(i)(B) above, on the first day following the end of such period, the FDIC Party and the Assuming Institution shall notify each other of its selection of its member of the Review Board and such members shall be instructed to promptly select the Neutral Member of the Review Board. If the members appointed by the FDIC Party and the Assuming Institution are unable to promptly agree upon the initial selection of the mediator Neutral Member, or a timely replacement Neutral Member as set forth in Section 2.1(f)(ii) above, the two appointed members shall apply to the American Arbitration Association (“AAA”), and to conclude such Neutral Member shall be appointed in accordance with the mediation within sixty (60) days Commercial Arbitration Rules of the start of the mediationAAA. (iv) The resolution of a dispute pursuant to this Section 2.1(f) shall be governed by the Commercial Arbitration Rules of the AAA to the extent that such rules are not inconsistent with this Section 2.1(f). The Review Board may modify the procedures set forth in such rules from time to time with the prior approval of the FDIC Party and the Assuming Institution. (v) Within fifteen (15) days after the last to occur of the final written submissions of both parties, the presentation of witnesses, if any, and oral presentations, if any, the Review Board shall adopt the position of one of the parties and shall present to the parties a written award regarding the dispute. The determination of any two (2) members of a Review Board will constitute the determination of such Review Board. (vi) The FDIC Party and the Assuming Institution will each pay the fees and expenses of the mediation member of the Review Board selected by it. The FDIC Party and Assuming Institution will share equally the fees and expenses of the Neutral Member. No such fees or expenses incurred by or on behalf of the Assuming Institution shall be allocated subject to reimbursement by the FDIC Party under this Commercial Shared-Loss Agreement or otherwise. (vii) Each party will bear all costs and expenses incurred by it in connection with the submission of any dispute to a Review Board. No such costs or expenses incurred by or on behalf of the Assuming Institution shall be subject to reimbursement by the FDIC Party under this Commercial Shared-Loss Agreement or otherwise. The Review Board shall have no authority to award costs or expenses incurred by either party to these proceedings. (viii) Any dispute resolution proceeding held pursuant to this Section 2.1(f) shall not be public. In addition, each party and each member of any Review Board shall strictly maintain the confidentiality of all issues, disputes, arguments, positions and interpretations of any such proceeding, as mutually agreed well as all information, attachments, enclosures, exhibits, summaries, compilations, studies, analyses, notes, documents, statements, schedules and other similar items associated therewith, except as the parties agree in writing or such disclosure is required pursuant to law, rule or regulation. Pursuant to ADRA, dispute resolution communications may not be disclosed either by the parties as part or by any member of the mediationReview board unless: (1) all parties to the dispute resolution proceeding agree in writing; (2) the communication has already been made public; (3) the communication is required by statute, rule or regulation to be made public; or (4) a court determines that such testimony or disclosure is necessary to prevent a manifest injustice, help establish a violation of the law or prevent harm to the public health or safety, or of sufficient magnitude in the particular case to outweigh the integrity of dispute resolution proceedings in general by reducing the confidence of parties in future cases that their communications will remain confidential. (ix) Any dispute resolution proceeding pursuant to this Section 2.1(f) (whether as a matter of good faith negotiations, by resort to a Review Board, or otherwise) is a compromise negotiation for purposes of the Federal Rules of Evidence and state rules of evidence. The parties agree that all proceedings, including any statement made or document prepared by any party, attorney or other participants are privileged and shall not be disclosed in any subsequent proceeding or document or construed for any purpose as an admission against interest. Any document submitted and any statements made during any dispute resolution proceeding are for settlement purposes only. The parties further agree not to subpoena any of the members of the Review Board or any documents submitted to the Review Board. In no event will the Neutral Member voluntarily testify on behalf of any party. (x) No decision, interpretation, determination, analysis, statement, award or other pronouncement of any Review Board shall constitute precedent as regards any subsequent proceeding (whether or not such proceeding involves dispute resolution under this Commercial Shared-Loss Agreement) nor shall any Review Board be bound to follow any decision, interpretation, determination, analysis, statement, award or other pronouncement rendered by any previous Review Board or any other previous dispute resolution panel which may have convened in connection with a transaction involving other failed financial institutions or Federal assistance transactions. (xi) The parties may extend any period of time in this Section 2.1(f) by mutual agreement. Notwithstanding anything above to the contrary, no dispute shall be submitted to a Review Board until each member of the Review Board, and any substitute member, if applicable, agrees to be bound by the provisions of this Section 2.1(f) as applicable to members of a Review Board. Prior to the commencement of the Review Board proceedings, or, in the case of a substitute Neutral Member, prior to the re-commencement of such proceedings subsequent to that substitution, the Neutral Member shall provide a written oath of impartiality. (xii) For the avoidance of doubt, and notwithstanding anything herein to the contrary, in the event any notice of dispute is provided to a party under this Section 2.1(g) prior to the Termination Date, the terms of this Commercial Shared-Loss Agreement shall remain in effect with respect to any such items set forth in such notice until such time as any such dispute with respect to such item is finally resolved.

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or Verified Note Owner requests the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Seller and/or GM Financial repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) hereof (each, a “Repurchase Request”), and the request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-one hundred eighty (180) days of the receipt of such request notice of the Repurchase Request by TMCC or the Seller or GM Financial, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or GM Financial, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trusteerelated breach in the manner set forth herein or in the Purchase Agreement, 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 Indentureas applicable), then the Requesting Party will have the right to may refer the matter, at in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02arbitration. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review representing five percent or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party more of the date when Outstanding Amount of the 180Controlling Class may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-day period ends without resolution binding arbitration) or binding third-party arbitration, as directed by the appropriate partysuch Noteholders, which written direction will specify the identity on behalf of such Requesting Party and the date as of which such 180-day period shall have endedNoteholders. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding according to the Seller ADR Rules of the ADR Organization within thirty ninety (3090) days after following the delivery of such notice of date on which the end of Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller agrees and GM Financial agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.13(b), the date hereofprocedures in this Section 3.13(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators 15 years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin start within fifteen (15) Business Days after the mediation selection of the mediator and conclude within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with thirty (30) days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the Basic Documents, and may not modify or change this Agreement or the Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or GM Financial. Any party or witness may participate by teleconference or video conference. (ii) The Seller, GM Financial and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor GM Financial will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. (aA) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice Any dispute as to TMCC or the Seller) (any such party making whether a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach Charge-Off 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 oneShared-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 Loss Asset was made in accordance with Examination Criteria shall be resolved by the Assuming Bank’s Chartering Authority. (B) With respect to any other dispute arising under the terms of Section 7.02(d) of this Commercial Shared-Loss Agreement which the Indenture), then the Requesting Party will have the right to refer the parties hereto cannot resolve after having negotiated such matter, at its discretionin good faith, 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 for a legal proceeding to the Seller within thirty (30) days after day period, other than a dispute the delivery Corporation is not permitted to submit to arbitration under the Administrative Dispute Resolution Act of 1996 (“ADRA”), as amended, such notice other dispute shall be resolved by determination of a review board (a “Review Board”) established pursuant to Section 2.1(f). Any Review Board under this Section 2.1(f) shall follow the provisions of the end Federal Arbitration Act and shall follow the provisions of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting PartyADRA. (bC) If Any determination by the Requesting Party selects mediation (including non-Assuming Bank’s Chartering Authority or by a Review Board shall be conclusive and binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereofparties hereto and not subject to further dispute, and judgment may be entered on said determination in accordance with applicable arbitration law in any court having jurisdiction thereof. (ii) The mediator A Review Board shall consist of three (3) members, each of whom shall have such expertise as the Corporation and the Assuming Bank agree is relevant. As appropriate, the Receiver or the Corporation (the “FDIC Party”) will select one member, one member will be impartial, knowledgeable about selected by the Assuming Bank and experienced with the laws third member (the “Neutral Member”) will be selected by the other two members. The member of the State Review Board selected by a party may be removed at any time by such party upon two (2) days’ written notice to the other party of New York the selection of a replacement member. The Neutral Member may be removed by unanimous action of the members appointed by the FDIC Party and an attorney specializing in commercial litigation with at least 15 years the Assuming Bank after two (2) days’ prior written notice to the FDIC Party and the Assuming Bank of experience and who will be appointed from the selection of a list of neutrals maintained by JAMSreplacement Neutral Member. Upon being supplied In addition, if a list of at least 10 potential mediators by JAMS each party will have the right Neutral Member fails for any reason to exercise two peremptory challenges within fourteen (14) days and serve or continue to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys serve on the list respecting Review Board, the preference choices of other remaining members shall so notify the parties to the extent possibledispute and the Neutral Member in writing that such Neutral Member will be replaced, and the Neutral Member shall thereafter be replaced by the unanimous action of the other remaining members within twenty (20) business days of that notification. (iii) The parties will use commercially reasonable efforts No dispute may be submitted to begin the mediation within thirty (30) days a Review Board by any of the parties to this Commercial Shared-Loss Agreement unless such party has provided to the other party a written notice of dispute (“Notice of Dispute”). During the forty-five (45)-day period following the providing of a Notice of Dispute, the parties to the dispute will make every effort in good faith to resolve the dispute by mutual agreement. As part of these good faith efforts, the parties should consider the use of less formal dispute resolution techniques, as judged appropriate by each party in its sole discretion. Such techniques may include, but are not limited to, mediation, settlement conference, and early neutral evaluation. If the parties have not agreed to a resolution of the dispute by the end of such forty-five (45)-day period, then, subject to the discretion of the Corporation and the written consent of the Assuming Bank as set forth in Section 2.1(f)(i)(B) above, on the first day following the end of such period, the FDIC Party and the Assuming Bank shall notify each other of its selection of its member of the Review Board and such members shall be instructed to promptly select the Neutral Member of the Review Board. If the members appointed by the FDIC Party and the Assuming Bank are unable to promptly agree upon the initial selection of the mediator Neutral Member, or a timely replacement Neutral Member as set forth in Section 2.1(f)(ii) above, the two appointed members shall apply to the American Arbitration Association (“AAA”), and to conclude such Neutral Member shall be appointed in accordance with the mediation within sixty (60) days Commercial Arbitration Rules of the start of the mediationAAA. (iv) The resolution of a dispute pursuant to this Section 2.1(f) shall be governed by the Commercial Arbitration Rules of the AAA to the extent that such rules are not inconsistent with this Section 2.1(f). The Review Board may modify the procedures set forth in such rules from time to time with the prior approval of the FDIC Party and the Assuming Bank. (v) Within fifteen (15) days after the last to occur of the final written submissions of both parties, the presentation of witnesses, if any, and oral presentations, if any, the Review Board shall adopt the position of one of the parties and shall present to the parties a written award regarding the dispute. The determination of any two (2) members of a Review Board will constitute the determination of such Review Board. (vi) The FDIC Party and the Assuming Bank will each pay the fees and expenses of the mediation member of the Review Board selected by it. The FDIC Party and Assuming Bank will share equally the fees and expenses of the Neutral Member. No such fees or expenses incurred by or on behalf of the Assuming Bank shall be allocated subject to reimbursement by the FDIC Party under this Commercial Shared-Loss Agreement or otherwise. (vii) Each party will bear all costs and expenses incurred by it in connection with the submission of any dispute to a Review Board. No such costs or expenses incurred by or on behalf of the Assuming Bank shall be subject to reimbursement by the FDIC Party under this Commercial Shared-Loss Agreement or otherwise. The Review Board shall have no authority to award costs or expenses incurred by either party to these proceedings. (viii) Any dispute resolution proceeding held pursuant to this Section 2.1(f) shall not be public. In addition, each party and each member of any Review Board shall strictly maintain the confidentiality of all issues, disputes, arguments, positions and interpretations of any such proceeding, as mutually agreed well as all information, attachments, enclosures, exhibits, summaries, compilations, studies, analyses, notes, documents, statements, schedules and other similar items associated therewith, except as the parties agree in writing or such disclosure is required pursuant to law, rule or regulation. Pursuant to ADRA, dispute resolution communications may not be disclosed either by the parties as part or by any member of the mediationReview board unless: (1) all parties to the dispute resolution proceeding agree in writing; (2) the communication has already been made public; (3) the communication is required by statute, rule or regulation to be made public; or (4) a court determines that such testimony or disclosure is necessary to prevent a manifest injustice, help establish a violation of the law or prevent harm to the public health or safety, or of sufficient magnitude in the particular case to outweigh the integrity of dispute resolution proceedings in general by reducing the confidence of parties in future cases that their communications will remain confidential. (ix) Any dispute resolution proceeding pursuant to this Section 2.1(f) (whether as a matter of good faith negotiations, by resort to a Review Board, or otherwise) is a compromise negotiation for purposes of the Federal Rules of Evidence and state rules of evidence. The parties agree that all proceedings, including any statement made or document prepared by any party, attorney or other participants are privileged and shall not be disclosed in any subsequent proceeding or document or construed for any purpose as an admission against interest. Any document submitted and any statements made during any dispute resolution proceeding are for settlement purposes only. The parties further agree not to subpoena any of the members of the Review Board or any documents submitted to the Review Board. In no event will the Neutral Member voluntarily testify on behalf of any party. (x) No decision, interpretation, determination, analysis, statement, award or other pronouncement of any Review Board shall constitute precedent as regards any subsequent proceeding (whether or not such proceeding involves dispute resolution under this Commercial Shared-Loss Agreement) nor shall any Review Board be bound to follow any decision, interpretation, determination, analysis, statement, award or other pronouncement rendered by any previous Review Board or any other previous dispute resolution panel which may have convened in connection with a transaction involving other failed financial institutions or Federal assistance transactions. (xi) The parties may extend any period of time in this Section 2.1(f) by mutual agreement. Notwithstanding anything above to the contrary, no dispute shall be submitted to a Review Board until each member of the Review Board, and any substitute member, if applicable, agrees to be bound by the provisions of this Section 2.1(f) as applicable to members of a Review Board. Prior to the commencement of the Review Board proceedings, or, in the case of a substitute Neutral Member, prior to the re-commencement of such proceedings subsequent to that substitution, the Neutral Member shall provide a written oath of impartiality. (xii) For the avoidance of doubt, and notwithstanding anything herein to the contrary, in the event any notice of dispute is provided to a party under this Section 2.1(g) prior to the Termination Date, the terms of this Commercial Shared-Loss Agreement shall remain in effect with respect to any such items set forth in such notice until such time as any such dispute with respect to such item is finally resolved.

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury. (viii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York. (ii) The details and existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information. (e) The sole duties and obligations of the Indenture Trustee under this Section 11.02 are to forward requests for repurchases, and to provide notices, in each case in the limited circumstances described in Section 11.02(a), and the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration nor to determine if a repurchase request has been resolved.

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York. (ii) The details and existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information. (e) The sole duties and obligations of the Indenture Trustee under this Section 11.02 are to forward requests for repurchases, and to provide notices, in each case in the limited circumstances described in Section 11.02(a), and the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration nor to determine if a repurchase request has been resolved.

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or Verified Note Owner requests the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Seller and/or GM Financial repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) hereof (each, a “Repurchase Request”), and the request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-one hundred eighty (180) days of the receipt of such request notice of the Repurchase Request by TMCC or the Seller or GM Financial, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or GM Financial, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trusteerelated breach in the manner set forth herein or in the Purchase Agreement, 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 Indentureas applicable), then the Requesting Party will have the right to may refer the matter, at in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02arbitration. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review representing 5% or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party more of the date when Outstanding Amount of the 180Controlling Class may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-day period ends without resolution binding arbitration) or binding third-party arbitration, as directed by the appropriate partysuch Noteholders, which written direction will specify the identity on behalf of such Requesting Party and the date as of which such 180-day period shall have endedNoteholders. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding according to the Seller ADR Rules of the ADR Organization within thirty ninety (3090) days after following the delivery of such notice of date on which the end of Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller agrees and GM Financial agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.13(b), the date hereofprocedures in this Section 3.13(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen fifteen (1415) days and to rank the remaining potential mediators years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin start within fifteen (15) Business Days after the mediation selection of the mediator and conclude within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five (5) hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the Basic Documents, and may not modify or change this Agreement or the Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or GM Financial. Any party or witness may participate by teleconference or video conference. (ii) The Seller, GM Financial and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor GM Financial will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York; and (ii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or Verified Note Owner requests the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Seller and/or AmeriCredit repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) (each, a “Repurchase Request”), and the request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-one hundred eighty (180) days of the receipt of such request notice of the Repurchase Request by TMCC or the Seller or AmeriCredit, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or AmeriCredit, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trusteerelated breach in the manner set forth herein or in the Purchase Agreement, 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 Indentureas applicable), then the Requesting Party will have the right to may refer the matter, at in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02arbitration. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review representing five percent or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party more of the date when Outstanding Amount of the 180Controlling Class may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-day period ends without resolution binding arbitration) or binding third-party arbitration, as directed by the appropriate partysuch Noteholders, which written direction will specify the identity on behalf of such Requesting Party and the date as of which such 180-day period shall have endedNoteholders. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding according to the Seller ADR Rules of the ADR Organization within thirty ninety (3090) days after following the delivery of such notice of date on which the end of Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller agrees and the Servicer agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.13(b), the date hereofprocedures in this Section 3.13(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators 15 years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin start within fifteen (15) Business Days after the mediation selection of the mediator and conclude within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with thirty (30) days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the Basic Documents, and may not modify or change this Agreement or the Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or AmeriCredit. Any party or witness may participate by teleconference or video conference. (ii) The Seller, AmeriCredit and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor AmeriCredit will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. (a) ‌ 5.1 The Parties hereby establish a dispute resolution process for the resolution of disputes under this Agreement wherein the PSC conducts the arbitration of the dispute. The dispute resolution process shall apply to all Reliability Rules including Local Reliability Rules. If the Owner Trustee NYSRC determines that the ISO has not complied with or any Noteholder effectively implemented a Reliability Rule, or Verified Note Owner requests (by written notice to TMCC or if the Seller) (any such party making a request, the “Requesting Party”), ISO determines that a Receivable Reliability Rule is unnecessary or should be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 modified, representatives of the Receivables Purchase Agreement, NYSRC and the ISO shall upon 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 (whicheither Party, 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 meet within thirty (30) days after to discuss and attempt to resolve 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 Partymatter. (b) 5.2 If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant Parties are unable to its Mediation Procedures resolve a dispute described in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation Section 5.1 herein within thirty (30) days by mutual agreement (unless extended by mutual consent of the selection Parties), such dispute may be submitted to the PSC by either Party in a written statement describing the nature of the mediator dispute and the issues to conclude be resolved. If the mediation within sixty (60) days enactment of a new Reliability Rule or a modification of an existing Reliability Rule leads to a dispute, the ISO Board of Directors may request that the effectiveness of the start new Reliability Rule or the modification of an existing Reliability Rule be suspended pending the outcome of the mediationdispute resolution process. Upon such a request by the ISO Board, the NYSRC shall suspend implementation of the new Reliability Rule or the enactment of the modification pending resolution of the dispute by the PSC. Notwithstanding the foregoing, the PSC may direct that the new Reliability Rule or modification of an existing Reliability Rule go into effect immediately upon a finding that suspension of the Reliability Rule could put the reliability of the NYS Power System at risk. 5.3 Any dispute between the ISO and the NYSRC concerning a Reliability Rule that affects not only reliability but also matters subject to the Commission's jurisdiction under the Federal Power Act (ivsuch as a transmission line loading relief rule that affects the curtailment provisions of an ISO Tariff) must be resolved directly by the Commission, and not submitted first to the PSC. Other matters may be resolved in the first instance by the PSC, as provided for in this Article. 5.4 The fees PSC shall, on an expedited basis, (as permitted by PSC regulations) evaluate and expenses determine whether the dispute should be: (1) dismissed; or (2) accepted for arbitration. The PSC may dismiss a dispute if: a. the complaining Party failed to negotiate in good-faith; b. the dispute does not reasonably relate to the Reliability Rules or their application; or c. the claim is de minimis. 5.5 If the PSC accepts the dispute for arbitration, the following procedure shall be followed: a. The PSC shall have the authority to make a determination with respect to any contention by the ISO that a Reliability Rule is unnecessary or should be modified, or by the NYSRC that a Reliability Rule has not been effectively implemented by the ISO. The PSC shall have no power to modify or change any Agreement or a provision of any ISO Tariff, or otherwise create any additional rights or obligations for any Party. The scope of the mediation will PSC's decision under this Agreement shall be allocated as mutually agreed limited to the issues presented for arbitration. b. The PSC staff shall have the ability to review Reliability Rules and their implementation by the parties as part ISO. If the PSC staff determines that a Reliability Rule is unwarranted or should be modified or that a Reliability Rule is not being effectively implemented by the ISO, PSC staff may raise that issue with the NYSRC and the ISO. If the issue is not resolved among the PSC staff, the NYSRC and ISO, the PSC staff may initiate an arbitration proceeding before the PSC with respect to the issue. The PSC shall conduct a proceeding brought by the PSC staff under the same procedures applicable to a proceeding initiated by the NYSRC or the ISO under this Agreement. c. The PSC shall determine discovery procedures, intervention rights, evidentiary rules, procedures for submission of written materials, and other such procedural matters, taking into account the complexity of the mediationissues involved, the extent to which factual matters are disputed and the extent to which the credibility of witnesses is relevant to a resolution. Each Party to the dispute shall produce all evidence determined by the PSC to be relevant to the issues presented. To the extent such evidence involves proprietary or Confidential Information, the PSC may issue an appropriate protective order which shall be complied with by all disputing Parties. The PSC may elect to resolve the arbitration matter solely on the basis of written evidence and arguments. d. The PSC shall consider all issues underlying the dispute and the PSC shall take evidence submitted by the disputing Parties in accordance with procedures established by the PSC and may request additional information including the opinion of recognized technical bodies or experts. Disputing Parties shall be afforded a reasonable opportunity to rebut any such additional information. e. The PSC may permit intervention by an interested third party provided that a request to intervene is timely and the PSC finds that such intervention will enhance the arbitration process and will not cause undue delay. All intervenors shall be required to comply with all applicable procedural rules established by the PSC pursuant to Section 5.4 (c) herein. f. After conclusion of the discovery process and after providing the Parties with an opportunity to be heard, the PSC shall render a written decision, including findings of fact and the basis for the decision. The PSC shall make a specific finding that its decision will adequately protect the reliability of the NYS Power System and state the reasons for such finding. 5.6 The order of the PSC may be entered on the award by any court in New York State having jurisdiction. Within one (1) year of the arbitration decision, a Party may request that the Commission vacate, modify, or take such other action as may be appropriate with respect to any arbitration decision that is: a. based upon an error of law; b. contrary to the statutes, rules, or regulations of any appropriate regulatory entity having jurisdiction;

Dispute Resolution. (a) If the Owner Trustee Complaint Stage (i) Before presenting a grievance through his or any Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a requesther authorized Union representative, the “Requesting Party”), that a Receivable be repurchased due employee shall meet with his or her authorized Management representative to an alleged breach of a representation discuss 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 attempt to resolve repurchase requests will the complaint. (ii) The employee is entitled to have an authorized Union representative accompany the employee during such a meeting. (iii) The written grievance shall 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 submitted within thirty (30) days after the delivery of such notice of the end of the 180-day period. The Seller agrees to participate as provided for in the resolution method selected by the Requesting PartyStep 1 paragraph (b) (i) below. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply:Grievance Step 1 (i) The mediation will written grievance shall be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation submitted within thirty (30) days of the selection incident giving rise to the grievance or from the date when the employee(s) should otherwise have reasonably been aware of the mediator incident giving rise to the grievance. The written grievance shall be in a form approved by the parties, however a grievance shall not be deemed to be invalid by reason only that it is not in accordance with the form supplied by the Company. (ii) The appropriate General Manager, National Director or authorized designate shall discuss and attempt to conclude resolve the mediation grievance with the authorized Union representative and render a written response to the grievance to the authorized Union representative and provide a copy to the employee(s) concerned no later than fifteen (15) days following receipt of the grievance at Step 1. (c) Grievance Step 2 (i) Failing settlement being reached at Step 1, the authorized Union representative on behalf of the employee(s) concerned, may within sixty fifteen (6015) days of the start receipt of the mediationStep 1 response or the expiration of the Step 1 time limits transmit in writing the grievance to the NAV CANADA authorized representative. (ivii) The fees NAV CANADA authorized representative shall discuss and expenses attempt to resolve the grievance with the authorized Union representative and render a written response to the grievance and provide a copy to the employee(s) concerned and the Union representative no later than thirty (30) days following receipt of the mediation will be allocated as mutually agreed by the parties as part of the mediationgrievance at Step 2.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests Investor (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that a the RPA Seller repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 2.03(c) 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 such Requesting Party within one-hundred eighty (180) days of the receipt of such notice of the request by TMCC or the Seller (whichRPA Seller, 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 mediation, non-binding arbitration) arbitration or third-party binding arbitration pursuant to this Section 11.025.14. Dispute resolution In order to resolve make a 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 partyrequest, which written direction will specify the identity of such Requesting Party and will provide a notice stating the date as of which such 180-day period shall have ended. request to the RPA Seller. (b) The Requesting Party must will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, to refer the matter to non-binding arbitration or binding arbitration, or to institute a legal proceeding as applicable, to the Seller within thirty (30) days after RPA Seller, with a copy to the delivery of such notice of Issuer, the end of Purchaser, the 180-day periodOwner Trustee and the Indenture Trustee. The RPA Seller agrees to that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (bc) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to s▇▇ in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any a Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that the Seller and/or Exeter repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) (each, a “Repurchase Request”), 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) days of the receipt of such request notice of the Repurchase Request by TMCC or the Seller or Exeter, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or Exeter, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trustee, will be required to be forwarded by related breach in the Indenture Trustee to TMCC and manner set forth herein or in the Seller in accordance with the terms of Section 7.02(d) of the IndenturePurchase Agreement), 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 by providing notice to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders Exeter and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction within ninety (90) days after the date on which the Form 10-D is filed that relates to the Indenture Trustee instructing it to notify Collection Period during which the Requesting Party of the date when the related 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 and Exeter agree to participate in the dispute resolution method selected by the Requesting Party. If a Noteholder sends a Repurchase Request to the Indenture Trustee, the Indenture Trustee shall promptly forward such Repurchase Request to the Seller and/or Exeter, as applicable. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.4(b), the date hereofprocedures in this Section 3.4(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen fifteen (1415) days and to rank the remaining potential mediators years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty fifteen (3015) days Business Days of the selection of the mediator and to conclude the mediation within sixty thirty (6030) days of the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to binding arbitration under this Section 3.4 or adjudicate the dispute in court. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.4(c), the procedures in this Section 3.4(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator in binding arbitration will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting binding arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or Exeter. Any party or witness may participate by teleconference or video conference. (ii) The Seller, Exeter and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor Exeter will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.4 (collectively, the “Representatives”)), except (A) as required by law, regulatory requirement or court order, (B) to the extent that Exeter, in its sole discretion, elects to disclose such information or

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any a Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that the Seller and/or Exeter repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) (each, a “Repurchase Request”), 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) days of the receipt of such request notice of the Repurchase Request by TMCC or the Seller or Exeter, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or Exeter, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trustee, will be required to be forwarded by related breach in the Indenture Trustee to TMCC and manner set forth herein or in the Seller in accordance with the terms of Section 7.02(d) of the IndenturePurchase Agreement), 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 by providing notice to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders Exeter and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction within ninety (90) days after the date on which the Form 10-D is filed that relates to the Indenture Trustee instructing it to notify Collection Period during which the Requesting Party of the date when the related 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 and Exeter agree to participate in the dispute resolution method selected by the Requesting Party. If a Noteholder sends a Repurchase Request to the Indenture Trustee, the Indenture Trustee shall promptly forward such Repurchase Request to the Seller and/or Exeter, as applicable. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.4(b), the date hereofprocedures in this Section 3.4(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen fifteen (1415) days and to rank the remaining potential mediators years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty fifteen (3015) days Business Days of the selection of the mediator and to conclude the mediation within sixty thirty (6030) days of the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to binding arbitration under this Section 3.4 or adjudicate the dispute in court. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.4(c), the procedures in this Section 3.4(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator in binding arbitration will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting binding arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or Exeter. Any party or witness may participate by teleconference or video conference. (ii) The Seller, Exeter and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor Exeter will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.4), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party (to the extent not prohibited by law, court order, or regulatory authority) and will provide the other party with the opportunity to object to the production of its confidential information.

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) 14 days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days 30 Days of the selection of the mediator and to conclude the mediation within sixty (60) 60 days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 90 days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York; and (ii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. Complaint Stage (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 Before presenting a requestgrievance through their authorized Union Representative, the “Requesting Party”), that a Receivable be repurchased due employee shall meet with his or her authorized Management Representative to an alleged breach of a representation discuss 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 attempt 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 Partycomplaint. (b) If The employee is entitled to have an authorized Union Representative accompany the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereofemployee during such meeting. (iia) The mediator will be impartial, knowledgeable about and experienced with the laws Failing a mutually agreed upon resolution of the State issue being reached at the complaint stage, within 20 days of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right incident giving rise to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator grievance or from the remaining attorneys on date when the list respecting the preference choices employee ought to have been aware of the parties incident giving rise to the extent possiblegrievance, the authorized Union Representative, on behalf of the employee concerned, may submit a written grievance to the employee’s authorized Management Representative. (iiib) The parties will use commercially reasonable efforts to begin the mediation written grievance shall be submitted within thirty (30) days of the selection incident giving rise to the grievance or from the date when the employee ought to have been aware of the mediator incident giving rise to the grievance. The written grievance shall be in the form approved by the parties. (c) NAV CANADA’s authorized designate shall discuss and attempt to resolve the grievance with the authorized Union Representative, render a written response to the grievance and provide a copy to the employee concerned and to conclude the mediation authorized Union Representative no later than fifteen (15) days following receipt of the grievance at Step 1. (a) Failing settlement being reached at Step 1, the authorized Union Representative, on behalf of the employee(s) concerned, may, within sixty ten (6010) days of the start receipt of the mediationStep 1 response or the expiration of the Step 1 time limits, transmit in writing the grievance to the Assistant Vice-President, Labour and Employee Relations or authorized designate. (ivb) The fees Assistant Vice-President, Labour and expenses Employee Relations or authorized designate shall discuss and attempt to resolve the grievance with the authorized Union Representative, render a written response to the grievance and provide a copy to the employee concerned and the authorized Union Representative no later than thirty (30) days following receipt of the mediation will be allocated as mutually agreed by the parties as part grievance at Step 2. Failing settlement being reached at Step 2, either party may refer their grievance to arbitration within thirty (30) days of the mediationreceipt of the Step 2 response or the expiration of Step 2 time limits by advising the Assistant Vice-President, Labour and Employee Relations, the authorized designate or the authorized Union Representative, by registered mail of its intention to refer the dispute to Arbitration.

Dispute Resolution. (a) If 12.1. Should any disputes arise regarding this Contract, the Owner Trustee or Grantee and the LCHD agree to act immediately to resolve them. Time is of the essence in dispute resolution. 12.2. The Grantee agrees that the existence of a dispute notwithstanding, it will continue without delay to carry out all of its responsibilities under this Contract that are not affected by the dispute. Should the Grantee fail to continue to perform its responsibilities regarding all non-disputed work, without delay, any Noteholder or Verified Note Owner requests (additional costs incurred by written notice to TMCC the LCHD or the Seller) (any Grantee as a result of such party making a request, failure to proceed shall be borne by 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 AgreementGrantee, and the request has not been fulfilled or otherwise resolved Grantee shall make no claim against the LCHD for such costs. 12.3. If the parties are unable to resolve a contract dispute between them after good faith attempts to do so, a dissatisfied party shall submit the dispute to the reasonable satisfaction Commissioner of the Requesting Party within one-hundred eighty Indiana Department of Administration for resolution. The dissatisfied party shall give the Commissioner and the other party written notice. The notice shall include (1801) a description of the disputed issues, (2) the efforts made to resolve the dispute, and (3) a proposed resolution. The Commissioner shall promptly issue a Notice setting out documents and materials to be submitted to the Commissioner to resolve the dispute; the Notice may also allow the parties to make presentations and enter into further negotiations. Within thirty (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 party serves on the Commissioner and the other party, within ten (10) business days after receipt of the Commissioner’s decision, a written request for reconsideration and modification of the written decision. If the Commissioner does not modify the written decision within thirty (30) business days, either party may take such request other action helpful to resolving the dispute, including submitting the dispute to an Indiana court of competent jurisdiction. If the parties accept the Commissioner’s decision, it may be memorialized as a written Amendment to this Contract if appropriate. 12.4. LCHD may withhold payments on disputed items pending resolution of the dispute. The unintentional nonpayment by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner LCHD to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller Grantee of one or more invoices not in dispute in accordance with the terms of Section 7.02(d) this Contract will not be cause for the Grantee to terminate this Contract, and the Grantee may bring suit to collect these amounts without following the disputes procedure contained herein. 12.5. With the written approval of the Indenture)Commissioner of the Indiana Department of Administration, then the Requesting Party will have parties may agree to forego 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 process described in subdivision C. relating to the Indenture Trustee instructing it to notify the Requesting Party submission 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 dispute to the Seller within thirty (30) days after the delivery Commissioner. 12.6. This paragraph shall not be construed to abrogate provisions of such notice IC § 4-6-2-11 in situations where dispute resolution efforts compromise claims in favor of the end of the 180-day period. The Seller agrees to participate LCHD as described in the resolution method selected by the Requesting Partythat statute. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereofthe arbitration is filed. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date the arbitration is filed. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Depositor of its selection of arbitration, (ii) one to be appointed by the Depositor within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction.] (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring class or collective claims in arbitration even if the Arbitration Rules would allow them. Notwithstanding anything herein to the contrary, the arbitral panel may award money or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York; and (ii) The details and/or existence of any unfulfilled reacquisition or acquisition request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.2, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled reacquisition or acquisition request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.2). This information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.2), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information.

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereofthe arbitration is filed. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date the arbitration is filed. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Depositor of its selection of arbitration, (ii) one to be appointed by the Depositor within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring class or collective claims in arbitration even if the Arbitration Rules would allow them. Notwithstanding anything herein to the contrary, the arbitral panel may award money or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York; and (ii) The details and/or existence of any unfulfilled reacquisition or acquisition request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.2, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled reacquisition or acquisition request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.2). This information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.2), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information.

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereofthe arbitration is filed. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date the arbitration is filed. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Depositor of its selection of arbitration, (ii) one to be appointed by the Depositor within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring class or collective claims in arbitration even if the Arbitration Rules would allow them. Notwithstanding anything herein to the contrary, the arbitral panel may award money or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York; and (ii) The details and/or existence of any unfulfilled reacquisition or acquisition request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.2, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled reacquisition or acquisition request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.2). This information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.2), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or Verified Note Owner requests the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Seller and/or AmeriCredit repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) (each, a “Repurchase Request”), and the request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-one hundred eighty (180) days of the receipt of such request notice of the Repurchase Request by TMCC or the Seller or AmeriCredit, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or AmeriCredit, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trusteerelated breach in the manner set forth herein or in the Purchase Agreement, 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 Indentureas applicable), then the Requesting Party will have the right to may refer the matter, at in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02arbitration. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review representing 5% or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party more of the date when Outstanding Amount of the 180Controlling Class may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-day period ends without resolution binding arbitration) or binding third-party arbitration, as directed by the appropriate partysuch Noteholders, which written direction will specify the identity on behalf of such Requesting Party and the date as of which such 180-day period shall have endedNoteholders. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding according to the Seller ADR Rules of the ADR Organization within thirty ninety (3090) days after following the delivery of such notice of date on which the end of Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller agrees and the Servicer agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.13(b), the date hereofprocedures in this Section 3.13(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen fifteen (1415) days and to rank the remaining potential mediators years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin start within fifteen (15) Business Days after the mediation selection of the mediator and conclude within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five (5) hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the Basic Documents, and may not modify or change this Agreement or the Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or AmeriCredit. Any party or witness may participate by teleconference or video conference. (ii) The Seller, AmeriCredit and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor AmeriCredit will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

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. ▇▇▇ 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 receipt of notice of the 180-day period ends without resolution 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 appropriate partyPurchaser 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, which shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation (including nonbinding arbitration) or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a 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 pursuant to this Section 3.7, the Owner Trustee shall act at the written direction will specify of the identity Certificateholders holding the majority of the voting interests of such Requesting Party and directing Certificateholders. For the date as avoidance of which such 180-day period shall have ended. doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 3.7(a). (b) The Requesting Party must will provide notice in accordance with the provisions of Section 4.2 of its intention to refer the matter to mediationmediation (including nonbinding arbitration) or arbitration, as applicable, to refer the matter to arbitrationBAC, or to institute with a legal proceeding copy to the Seller within thirty (30) days after Issuer, the delivery of such notice of Purchaser, the end of Owner Trustee, the 180-day periodAdministrator and the Indenture Trustee. The Seller ▇▇▇ agrees to that it will participate in the resolution method selected by the Requesting Party. BAC shall provide notice to the Purchaser, the Issuer, the Owner Trustee, the Administrator and the Indenture Trustee that BAC has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Purchaser, the Issuer, the Owner Trustee (acting at the written direction of a Certificateholder), and the Indenture Trustee (acting at the direction of a Noteholder or Note Owner) shall advise the Requesting Party and BAC of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding arbitration) or arbitration pursuant to this Section 3.7 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party is (i) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), any decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, and (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or arbitration will be made by the Owner Trustee at the written direction of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (bc) If the Requesting Party selects mediation (including non-binding nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and BAC shall not be required to pay more than the applicable Repurchase Price with respect to any receivable which BAC is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination may be enforced in any court of competent jurisdiction. (iv) No person may bring a putative or certified class action to arbitration. (e) The following provisions will apply to both mediations (including nonbinding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and BAC; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 3.7, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 3.7) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that BAC, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 3.7, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If 11.1. Should any disputes arise regarding this Contract, the Owner Trustee or Grantee and the LCHD agree to act immediately to resolve them. Time is of the essence in dispute resolution. 11.2. The Grantee agrees that the existence of a dispute notwithstanding, it will continue without delay to carry out all of its responsibilities under this Contract that are not affected by the dispute. Should the Grantee fail to continue to perform its responsibilities regarding all non-disputed work, without delay, any Noteholder or Verified Note Owner requests (additional costs incurred by written notice to TMCC the LCHD or the Seller) (any Grantee as a result of such party making a request, failure to proceed shall be borne by 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 AgreementGrantee, and the request has not been fulfilled or otherwise resolved Grantee shall make no claim against the LCHD for such costs. 11.3. If the parties are unable to resolve a contract dispute between them after good faith attempts to do so, a dissatisfied party shall submit the dispute to the reasonable satisfaction Commissioner of the Requesting Party within one-hundred eighty Indiana Department of Administration for resolution. The dissatisfied party shall give the Commissioner and the other party written notice. The notice shall include (1801) a description of the disputed issues, (2) the efforts made to resolve the dispute, and (3) a proposed resolution. The Commissioner shall promptly issue a Notice setting out documents and materials to be submitted to the Commissioner to resolve the dispute; the Notice may also allow the parties to make presentations and enter into further negotiations. Within thirty (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 party serves on the Commissioner and the other party, within ten (10) business days after receipt of the Commissioner’s decision, a written request for reconsideration and modification of the written decision. If the Commissioner does not modify the written decision within thirty (30) business days, either party may take such request other action helpful to resolving the dispute, including submitting the dispute to an Indiana court of competent jurisdiction. If the parties accept the Commissioner’s decision, it may be memorialized as a written Amendment to this Contract if appropriate. 11.4. LCHD may withhold payments on disputed items pending resolution of the dispute. The unintentional nonpayment by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner LCHD to the Indenture Trustee, will be required to be forwarded by the Indenture Trustee to TMCC and the Seller Grantee of one or more invoices not in dispute in accordance with the terms of Section 7.02(d) this Contract will not be cause for the Grantee to terminate this Contract, and the Grantee may bring suit to collect these amounts without following the disputes procedure contained herein. 11.5. With the written approval of the Indenture)Commissioner of the Indiana Department of Administration, then the Requesting Party will have parties may agree to forego 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 process described in subdivision C. relating to the Indenture Trustee instructing it to notify the Requesting Party submission 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 dispute to the Seller within thirty (30) days after the delivery Commissioner. 11.6. This paragraph shall not be construed to abrogate provisions of such notice IC § 4-6-2-11 in situations where dispute resolution efforts compromise claims in favor of the end of the 180-day period. The Seller agrees to participate LCHD as described in the resolution method selected by the Requesting Partythat statute. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.

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. ▇▇▇▇▇▇▇▇▇ 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 receipt of notice of the 180-day period ends without resolution 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 appropriate partySeller 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, which written direction will specify shall include disclosure regarding the identity date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party and the date as of which such 180-day period shall have endedthe 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 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 pursuant to this Section 3.7, the Owner Trustee shall act at the direction of the Certificateholders holding the majority of the voting interests of such directing Certificateholders. For the avoidance of doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 3.7(a). (b) The Requesting Party must will provide notice in accordance with the provisions of Section 4.2 of its intention to refer the matter to mediationmediation (including nonbinding arbitration) or arbitration, as applicable, to refer the matter to arbitrationSantander Consumer, or to institute with a legal proceeding copy to the Seller within thirty (30) days after Issuer, the delivery of such notice of Seller, the end of Owner Trustee and the 180-day periodIndenture Trustee. The Seller ▇▇▇▇▇▇▇▇▇ Consumer agrees to that it will participate in the resolution method selected by the Requesting Party. Santander Consumer shall provide notice to the Seller, the Issuer, the Owner Trustee, and the Indenture Trustee that Santander Consumer has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Seller, the Issuer, the Owner Trustee (acting at the direction of a Certificateholder), and the Indenture Trustee (acting at the direction of a Noteholder or Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding arbitration) or arbitration pursuant to this Section 3.7 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party is (i) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), any decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, and (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or arbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (bc) If the Requesting Party selects mediation (including non-binding nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and Santander Consumer shall not be required to pay more than the applicable Repurchase Price with respect to any receivable which Santander Consumer is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination may be enforced in any court of competent jurisdiction. (iv) No person may bring a putative or certified class action to arbitration. (e) The following provisions will apply to both mediations (including nonbinding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and Santander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 3.7, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 3.7) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that Santander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 3.7, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any Trustee, the Trustee, the Trust Collateral Agent, a Noteholder or Verified Note Owner requests the Trust Collateral Agent on behalf of certain Noteholders in accordance with the following sentence (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Seller and/or AmeriCredit repurchase a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 5.1 of this the Purchase Agreement or in Section 2.03 of the Receivables Purchase Agreement3.2(a) (each, a “Repurchase Request”), and the request Repurchase Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-one hundred eighty (180) days of the receipt of such request notice of the Repurchase Request by TMCC or the Seller or AmeriCredit, as the case may be (whichwhich resolution may take the form of a repurchase of the related Receivable by the Seller or AmeriCredit, if sent as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a Noteholder or Verified Note Owner cure of the condition that led to the Indenture Trusteerelated breach in the manner set forth herein or in the Purchase Agreement, 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 Indentureas applicable), then the Requesting Party will have the right to may refer the matter, at in its sole discretion, to either mediation (including non-binding arbitration) or binding third-party binding arbitration pursuant to this Section 11.02arbitration. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review representing 5% or whether the Delinquency Trigger occurred. The Seller will provide written direction to the Indenture Trustee instructing it to notify the Requesting Party more of the date when Outstanding Amount of the 180Controlling Class may direct the Trust Collateral Agent, by notice in writing, in relation to any matter described in the preceding sentence, to initiate either mediation (including non-day period ends without resolution binding arbitration) or binding third-party arbitration, as directed by the appropriate partysuch Noteholders, which written direction will specify the identity on behalf of such Requesting Party and the date as of which such 180-day period shall have endedNoteholders. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding according to the Seller ADR Rules of the ADR Organization within thirty ninety (3090) days after following the delivery of such notice of date on which the end of Form 10-D is filed that relates to the Collection Period during which the related 180-day periodperiod ended. The Seller agrees and the Servicer agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.13(b), the date hereofprocedures in this Section 3.13(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen fifteen (1415) days and to rank the remaining potential mediators years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin start within fifteen (15) Business Days after the mediation selection of the mediator and conclude within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 3.13. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.13(c), the procedures in this Section 3.13(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five (5) hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the Basic Documents, and may not modify or change this Agreement or the Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or AmeriCredit. Any party or witness may participate by teleconference or video conference. (ii) The Seller, AmeriCredit and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor AmeriCredit will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.13), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests Investor (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that a the RPA Seller repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 2.03(c) 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 such Requesting Party within one-hundred eighty (180) days of the receipt of such notice of the request by TMCC or the Seller (whichRPA Seller, 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 mediation, non-binding arbitration) arbitration or third-party binding arbitration pursuant to this Section 11.025.14. Dispute resolution In order to resolve make a 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 partyrequest, which written direction will specify the identity of such Requesting Party and will provide a notice stating the date as of which such 180-day period shall have ended. request to the RPA Seller. (b) The Requesting Party must will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, to refer the matter to non-binding arbitration or binding arbitration, or to institute a legal proceeding as applicable, to the Seller within thirty (30) days after RPA Seller, with a copy to the delivery of such notice of Issuer, the end of Purchaser, the 180-day periodOwner Trustee and the Indenture Trustee. The RPA Seller agrees to that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (bc) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to ▇▇▇ in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. To the extent that Chapter 2260 of the Texas Government Code, as it may be amended from time to time (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests ("Chapter 2260"), is applicable to this Agreement and is not preempted by written notice to TMCC or the Seller) (any such party making a requestother applicable law, the “Requesting Party”)dispute resolution process provided for in Chapter 2260 shall be used, that as further described herein, by University and Merchant to attempt to resolve any claim by Merchant alleging a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 contract by University: (1) Merchant’s claims for breach of this Agreement that the parties cannot resolve pursuant to other provisions of this Agreement or Section 2.03 in the ordinary course of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved business shall be submitted to the reasonable satisfaction negotiation process provided in subchapter B of Chapter 2260. To initiate the Requesting Party within one-hundred eighty (180) days process, Merchant shall submit written notice, as required by subchapter B of the receipt of such request by TMCC or the Seller (whichChapter 2260, 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 University in accordance with the terms notice provisions in this Agreement. Merchant's notice shall specifically state that the provisions of Section 7.02(dsubchapter B of Chapter 2260 are being invoked, the date and nature of the event giving rise to the claim, the specific contract provision that Merchant claims was breached by University, the amount of damages Merchant seeks, and the method used to calculate the damages. Compliance by Merchant with subchapter B of Chapter 2260 is a mandatory prerequisite to Merchant's right to file a contested case proceeding under subchapter C of Chapter 2260. The Vice President and Chief Financial Officer, or such other officer as may be designated from time to time by the President of University by written notice thereof to Merchant in accordance with the notice provisions in this Agreement, shall examine Merchant's claim and any counterclaim and shall negotiate with Merchant in an effort to resolve such claims. (2) If the parties are unable to resolve a claim for breach of this Agreement through the negotiations specified in subsection (1) of the Indenture)this Section, 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 contested case process provided in subchapter C of Chapter 2260 is Merchant’s sole and exclusive process for seeking a remedy for any and all claims for breach 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 Agreement 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 PartyUniversity. (b3) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced Compliance with the laws contested case process provided in subchapter C of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from Chapter 2260 is a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right mandatory prerequisite to exercise two peremptory challenges within fourteen (14) days and seeking consent to rank the remaining potential mediators in order of preference JAMS will select the mediator ▇▇▇ from the remaining attorneys on the list respecting the preference choices Legislature under Chapter 107 of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.the

Dispute Resolution. (a) If the Issuer, the Owner Trustee, the Indenture Trustee (acting at the written direction of a Noteholder) or any a Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Trust Depositor and/or the Seller repurchase a Receivable be repurchased Contract due to an alleged breach of a representation and warranty set forth on Exhibit J hereto or in Section 3.01 of this Agreement or Section 2.03 3.02 of the Receivables Purchase AgreementSale and Transfer Agreement (each, a “Repurchase Request”), and the request Repurchase Request has not been fulfilled or otherwise resolved to within 180 days after the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of such request by TMCC Trust Depositor or the Seller (whichreceives the Repurchase Request, 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 Party, including a beneficial owner of a Note, 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 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 endedarbitration. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding according to the Seller ADR Rules of the ADR Organization within thirty (30) 90 days after the delivery of such notice of the end of the 180-day period. The Trust Depositor and the Seller agrees agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 7.12, the date hereofprocedures in this Section 7.12 will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators 15 years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin the mediation start within thirty (30) 15 days of after the selection of the mediator and to conclude the mediation within sixty (60) 30 days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 7.12 or may commence legal proceedings to resolve the dispute. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 7.12, the procedures in this Section 7.12 will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within 30 days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than 90 days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other Transaction Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator in binding arbitration will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting binding arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Trust Depositor or the Seller. Any party or witness may participate by teleconference or video conference. (ii) The Trust Depositor, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Trust Depositor nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 7.12), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information. (iv) For the avoidance of doubt, the Indenture Trustee shall not be deemed to be a Requesting Party in its individual capacity, but solely acting in its capacity as Indenture Trustee, on behalf of the requesting Noteholders.

Dispute Resolution. Complaint Stage (a) If the Owner Trustee Before presenting a grievance through his or any Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a requesther authorized Union Representative, the “Requesting Party”), that Employee shall meet with his or her authorized Management Representative to discuss and attempt to resolve the complaint. (b) The Employee is entitled to have an authorized Union Representative accompany the Employee during such a Receivable be repurchased due to an alleged breach of meeting. (a) Failing a representation and warranty in Section 3.01 of this Agreement or Section 2.03 mutually agreed upon resolution of the Receivables Purchase Agreementissue being reached at the complaint stage, and the request has not been fulfilled or otherwise resolved authorized Union Representative, on behalf of the Employee(s) concerned, may submit a written grievance to the reasonable satisfaction Employee’s authorized Management Representative. (b) The written grievance shall be submitted: (i) within 30 days of the Requesting Party incident giving rise to the grievance; or (ii) within one-hundred eighty 30 days of the date on which the employee(s) was notified/informed; or (180iii) within 30 days of the date where the employee(s) should otherwise have reasonably been aware of the incident giving rise to the grievance. The written grievance shall be in a form approved by the parties; however, a grievance shall not be deemed to be invalid by reason only that it is not in accordance with the form supplied by the Company. (c) The Company’s authorized designate shall discuss and attempt to resolve the grievance with the authorized Union representative and render a written response to the grievance to the authorized Union Representative and provide a copy to the Employee(s) concerned no later than fifteen (15) days following receipt of the grievance at Step 1. (a) Failing settlement being reached at Step 1, the authorized Union Representative on behalf of the Employee(s) concerned, may within fifteen (15) days of the receipt of such request by TMCC the Step 1 response or the Seller (which, if sent by a Noteholder or Verified Note Owner expiration of the Step 1 time limits transmit in writing the grievance to the Indenture Trustee, will be required Director of Labour Relations or authorized designate. (b) The Director of Labour Relations or authorized designate shall discuss and attempt to be forwarded by resolve the Indenture Trustee to TMCC and the Seller in accordance grievance 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 authorized Union Representative and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide render a written direction response 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 grievance to the Seller within authorized Union Representative and provide a copy to the Employee(s) concerned no later than thirty (30) days after the delivery of such notice following receipt of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Partygrievance at Step 2. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.

Dispute Resolution. (aA) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice Any dispute as to TMCC or the Seller) (any such party making whether a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach Charge-Off 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 oneShared-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 Loss Asset was made in accordance with Examination Criteria shall be resolved by the Assuming Bank's Chartering Authority. (B) With respect to any other dispute arising under the terms of Section 7.02(d) this this Non-SF Shared-Loss Agreement, at the discretion of the IndentureCorporation, to be exercised in each instance of such other dispute, and with the subsequent written consent of the Assuming Bank, such other dispute shall be resolved by determination of a review board (a "Review Board") established pursuant to Section 2.1(f). Any Review Board under this Section 2.1(f) shall follow the provisions of the Federal Arbitration Act and shall follow the provisions of the Administrative Dispute Resolution Act of 1996 ("ADRA"), 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. (bC) If Any determination by the Requesting Party selects mediation (including non-Assuming Bank's Chartering Authority or by a Review Board shall be conclusive and binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereofparties hereto and not subject to further dispute, and judgment may be entered on said determination in accordance with applicable arbitration law in any court having jurisdiction thereof. (ii) The mediator A Review Board shall consist of three (3) members, each of whom shall have such expertise as the Corporation and the Assuming Bank agree is relevant. As appropriate, the receiver or the Corporation (the "FDIC Party") will select one member, one member will be impartial, knowledgeable about selected by the Assuming Bank and experienced with the laws third member (the "Neutral Member") will be selected by the other two members. The member of the State Review Board selected by a party may be removed at any time by such party upon two (2) days' written notice to the other party of New York the selection of a replacement member. The Neutral Member may be removed by unanimous action of the members appointed by the FDIC Party and an attorney specializing in commercial litigation with at least 15 years the Assuming Bank after two (2) days' prior written notice to the FDIC Party and the Assuming Bank of experience and who will be appointed from the selection of a list of neutrals maintained by JAMSreplacement Neutral Member. Upon being supplied In addition, if a list of at least 10 potential mediators by JAMS each party will have the right Neutral Member fails for any reason to exercise two peremptory challenges within fourteen (14) days and serve or continue to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys serve on the list respecting Review Board, the preference choices of other remaining members shall so notify the parties to the extent possible. (iii) The parties dispute and the Neutral Member in writing that such Neutral Member will use commercially reasonable efforts to begin be replaced, and the mediation within thirty (30) days Neutral Member shall thereafter be replaced by the unanimous action of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.other remaining members within

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures mediation procedures in effect on at the date hereoftime of the proceeding. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS JAMS, each party of the applicable Seller and the Requesting Party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference preference. JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties applicable Seller and the Requesting Party will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties applicable Seller and the Requesting Party as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date of such arbitration. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the related Seller of its selection of arbitration, (ii) one to be appointed by the related Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by the AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the proceeding. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Arbitration Rules in effect on the date of such arbitration, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York, but any party may appear by video conference or teleconference; (ii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information; and (iii) If JAMS or the AAA no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, selected by BMW FS or BMW Bank, as applicable, using its relevant rules then in effect. However, if any such rules are inconsistent with the terms of the mediation or arbitration stated in this Agreement, the terms of this Agreement will apply. Any mediation or arbitration will be held in New York City, but any party may appear by video conference or teleconference. (iv) Under no circumstances will the Indenture Trustee, the Owner Trustee or the Issuer be liable for any expenses allocated to the Requesting Party in any dispute resolution proceeding.

Dispute Resolution. (ai) If If, at the Owner Trustee end of the Resolution Period, Sellers and Purchasers have been unable to resolve all Disputed Items, Sellers and Purchasers shall submit the remaining Disputed Items with respect to the Notice of Disagreement (along with a copy of the Initial Post-Closing Adjustment Statement marked to indicate those line items that are not in dispute) to PricewaterhouseCoopers LLP or, if that firm declines to act as provided in this Section 2.5(d) or any Noteholder or Verified Note Owner requests it is determined that PricewaterhouseCoopers LLP would not be considered “independent” under applicable professional standards, another firm of independent public accountants, selected promptly by and mutually reasonably acceptable to Purchasers and Sellers (by written notice to TMCC or the Seller) (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 of such notice expiration of the end Resolution Period or, if applicable, the date of selection of the 180-day periodIndependent Accounting Firm pursuant to the preceding sentence, a final determination in accordance with this Agreement, binding on the Parties, of the appropriate amount of each of the Disputed Items which Sellers and Purchasers have submitted to the Independent Accounting Firm, calculated in accordance with the standards set forth in this Agreement, and to promptly notify the Parties in writing of its determination. The Seller agrees With respect to participate each amount in dispute, the Independent Accounting Firm’s determination, if not in accordance with the position of either Sellers or Purchasers, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Sellers in the resolution method selected Notice of Disagreement or by Purchasers in the Requesting Party. (b) If the Requesting Party selects mediation (including nonInitial Post-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant Closing Adjustment Statement with respect to its Mediation Procedures in effect on the date hereofsuch disputed amount. (ii) The mediator During the review by the Independent Accounting Firm, Purchasers and Sellers will each provide the Independent Accounting Firm with such access to their respective books, records, accountants, audit work papers and relevant employees as may be impartialreasonably required by the Independent Accounting Firm to fulfill its obligations under this Section 2.5; provided, knowledgeable about and experienced with the laws however, that nothing contained in this Section 2.5 shall require Sellers, Purchasers or any of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right their respective Affiliates to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties disclose any attorney-client privileged information to the extent possiblethat disclosure thereof might result in the loss of attorney-client privilege. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The All fees and expenses of relating to the mediation will work, if any, to be allocated as mutually agreed performed by the parties as part of Independent Accounting Firm shall be split equally between Sellers, on the mediationone hand, and Purchasers on the other hand.

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written a Requesting Party provides notice to TMCC or the Seller) (any such party making of a request, the “Requesting Party”), that referral of a Receivable be repurchased due Repurchase Request 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 ADR Proceeding 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 party3.02, which written direction will specify the identity of such Requesting Party and shall (i) initiate 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 proceedings within thirty (30) 90 days after the delivery of such notice of the end of the 180-day periodperiod following the delivery of a Repurchase Request and (ii) provide notice (as defined by the Arbitration Rules) to JDCC and the Seller of its intent to pursue resolution through an ADR Proceeding and specifying whether such ADR Proceeding shall be mediation or arbitration within 30 days after receipt of the Repurchase Response Notice; and the Seller shall acknowledge and respond to such notice within 30 days after its receipt of such notice. The Seller agrees to participate in the resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered Seller and the Requesting Party shall agree on a neutral mediator approved by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws FINRA within [15] days of the State Seller’s acknowledgement of New York and the notice set forth in Section 11.02(a); provided that the mediator shall be an attorney specializing in commercial litigation with at least 15 [15] years of experience experience, admitted to practice law in the State of New York and who will shall be appointed from a list of neutrals maintained by JAMSFINRA. Upon being supplied In the event the Seller and Requesting Party cannot agree on a list mediator, one will be appointed by FINRA in accordance with the applicable Arbitration Rules in effect at the time of at least 10 potential mediators by JAMS each party will have such proceeding. (ii) The Seller and the right to exercise two peremptory challenges within fourteen (14) days Requesting Party shall mutually agree upon the allocation of the expenses incurred in connection with the mediation; provided, however, that if the Seller and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys Requesting Party do not agree on the list respecting allocation of expenses, such allocation between the preference choices Seller and the Requesting Party shall be determined in accordance with the Arbitration Rules in effect at the time of the parties to the extent possiblesuch proceeding. (iii) The parties will Seller and the Requesting Party shall use commercially reasonable efforts to begin the mediation within thirty ([30) ] days of the selection of the mediator and to conclude the mediation within sixty (60) [90] days of the start of the mediation. (iv) If the Seller and the Requesting Party fail to agree at the completion of the mediation, the Requesting Party may submit the Repurchase Request to binding arbitration in accordance with Section 11.02(c). (c) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The fees matter will be referred to a panel of three arbitrators to be selected in accordance with Arbitration Rules in effect at the time of the arbitration (the “Panel”). The Panel will have the authority to schedule, hear and determine any motions, including dispositive and discovery motions, according to New York law, and will do so at the motion of any party. (ii) The following procedural time limits shall apply: (A) Discovery shall be completed within [30] days of appointment of the Panel; (B) The evidentiary hearing on the merits shall commence no later than [60] days following the appointment of the Panel and shall proceed for no more than [10] consecutive Business Days, with equal time allotted to each side for the presentation of direct evidence and cross examination; and (C) The Panel shall render its decision on the Repurchase Request within 90 days of the selection of the Panel; provided that in each case, the Panel may modify such time limits if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties. (iii) The following limitation on the arbitration proceeding shall apply: (A) each party shall be limited to [two] witness depositions not to exceed five hours; (B) each party shall be limited to [two] interrogatories; (C) each party shall be limited to [one] document request; and (D) each party shall be limited to [one] request for admissions; provided that in each case, the Panel may modify such time limits if, based on the facts and circumstances of the particular dispute, good cause exists, there is an unavoidable delay or with the consent of all of the parties. (iv) Any briefs submitted in the arbitration shall be no more than 10 pages each and shall be limited to (i) initial statements of the case, (ii) discovery motions and (iii) a pre-hearing brief. (v) The Panel shall decide the Repurchase Request in accordance with this Agreement (including any choice of law provisions stated herein). (vi) The Panel shall not be permitted to award punitive or special damages. (vii) The Panel will also determine which of the Seller or the Requesting Party will be responsible for paying the dispute resolution fees, including attorneys’ fees, incurred in this process. Judgment on the award will be entered in any court having jurisdiction. Once the representations and warranties with respect to a Receivable have been reviewed by a Panel, the Panel’s decision will be binding with respect to that Receivable, and such Receivable may not be the subject of any additional mediation or arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York; (ii) The details and/or existence of any unfulfilled Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled Repurchase Request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information. (iii) Under no circumstances will the Indenture Trustee, when acting as Requesting Party on behalf of Noteholders, be liable for any costs or expenses that could be allocated to the Requesting Party in any dispute resolution proceeding. (iv) The place of any mediation or arbitration shall be in New York City, but any party may appear by video conference or teleconference. (e) If FINRA no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, as applicable, selected by the Seller, using its relevant rules then in effect. However, if any such rules are inconsistent with the terms of the mediation or arbitration stated in this Agreement, the terms of this Agreement will be allocated as mutually agreed by the parties as part of the mediationapply.

Dispute Resolution. (ai) If Within thirty (30) days following Sponsor’s receipt of the Owner Trustee or any Noteholder or Verified Note Owner requests (by Closing Statement, Sponsor will deliver written notice to TMCC or the Seller) Surviving Corporation of any dispute with respect to the Closing Statement, setting forth such disputed item in reasonable detail (any such party making a request, the “Requesting PartyClosing Statement Dispute”), that a Receivable be repurchased due to an alleged breach . If the Sponsor does not notify the Surviving Corporation 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 any Closing Statement Dispute within one-hundred eighty such thirty (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)30)-day period, then the Requesting Party Closing Statement and the determinations and calculations of the Parent Transaction Expenses set forth therein will have be final, conclusive and binding on the right Parties. If Sponsor delivers to refer the matterSurviving Corporation a Closing Statement Dispute, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02. Dispute resolution then Sponsor and the Surviving Corporation will negotiate in good faith to resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether all disputed matters set forth in the Delinquency Trigger occurredClosing Statement Dispute. 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 If Sponsor and the date as of which Surviving Corporation, notwithstanding such 180-day period shall have ended. The Requesting Party must provide notice of its intention good faith effort, fail to refer resolve the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller Closing Statement Dispute within thirty (30) days (or longer, as mutually agreed to by such Parties in writing) after Sponsor delivers to the delivery of such Surviving Corporation notice of the end Closing Statement Dispute, then Sponsor and the Surviving Corporation will mutually agree on and jointly engage an independent auditor that is experienced in such matters (the “Independent Auditor”), to promptly resolve any and all unresolved matters of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereofClosing Statement Dispute. (ii) The mediator Independent Auditor shall consider only those items and amounts set forth in the Closing Statement Dispute that are identified by either Sponsor or the Surviving Corporation as being items that Sponsor and the Surviving Corporation are unable to resolve. As promptly as practicable thereafter, Sponsor and the Surviving Corporation will each prepare and submit a written presentation to the Independent Auditor (each of which will be impartial, knowledgeable about and experienced shared with the laws of the State of New York other party, but not until such time that both Parties have submitted their presentations) and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin cause the mediation within thirty Independent Auditor to make a final determination with respect to the Parties’ respective positions based upon the applicable language, definitions and Exhibits of this Agreement, and the presentations by Sponsor and the Surviving Corporation. (30iii) days In resolving any disputed item, the Independent Auditor will be bound by the terms of this Agreement, will serve as an expert and not an arbitrator, and will not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either Party. Except as Sponsor and the Surviving Corporation may otherwise agree, all communications between any party or its respective Representatives, on the one hand, and the Independent Auditor, on the other hand, will be in writing with copies simultaneously delivered to the non-communicating Party (except in such cases where both Parties are submitting a presentation). The fees, costs and expenses of the selection Independent Auditor will be borne by Sponsor and the Surviving Corporation in inverse proportion, as determined by the Independent Auditor, as they may prevail on the matter resolved by the Independent Auditor. Absent fraud, all determinations made by the Independent Auditor will be final, conclusive and binding on the Parties. The Parties agree that judgment may be entered upon the determination of the mediator and Independent Auditor in any court having jurisdiction over the party against which such determination is to conclude the mediation within sixty (60) days of the start of the mediationbe enforced. (iv) The fees If the Parent Transaction Expenses (as finally determined pursuant to Section 2.7(b)) is greater than the Parent Estimated Transaction Expenses and expenses greater than $500,000, then Sponsor will pay by wire transfer of immediately available funds to Parent, an amount in cash equal to (A) the amount by which the Parent Transaction Expenses exceeds $500,000 minus (B) the amount, if any, that Sponsor paid at Closing in respect of Parent Estimated Transaction Expenses. (v) Any payment required pursuant to this Section 2.7(b) will be made within five (5) Business Days after the date of final determination of the mediation Parent Transaction Expenses in accordance with Section 2.7(b). (vi) Each party will reasonably cooperate with and make available to the other party and its respective accountants and other Representatives all information, records, data and working papers, and will permit access to its records, facilities and personnel, as may be allocated as mutually agreed by reasonably requested in connection with this Section 2.7(b). including the parties as part resolution of the mediationany matters or disputes hereunder.

Dispute Resolution. A. Subject to Section (aW) 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 V below, SellersFunding, Supplier and each Guarantor agree to resolve any disputes with respect to the Receivables Purchase AgreementTransaction Documents and the transactions contemplated thereby exclusively by (i) following the dispute resolution procedure set forth in the next paragraph below, and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180ii) days of the receipt of such request by TMCC or the Seller (whichfailing a satisfactory resolution using this dispute resolution procedure, 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 through binding arbitration in accordance with the terms Arbitration Agreement below, instead of Section 7.02(d) in courts of general jurisdiction. B. If Supplier or any Guarantor has any dispute with SellersFunding or its Affiliates arising out of or relating to the Transaction Documents, each of Supplier and each Guarantor agrees to notify SellersFunding in writing with a brief, written description of the Indenture), then the Requesting Party dispute and applicable contact information. SellersFunding 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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on from the date hereof. of receipt to attempt resolve the dispute with Supplier or such Guarantor. Subject to Section (iiW) The mediator will be impartialof this Section V below, knowledgeable about if SellersFunding and experienced with Supplier or such Guarantor are unable to resolve the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within dispute through good faith negotiations during such thirty (30) days day period using this informal process, SellersFunding or Supplier or any such Guarantor may pursue resolution of the selection dispute exclusively in accordance with the Arbitration Agreement below, instead of in court. C. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration under the Transaction Documents will take place on an individual basis; class arbitrations and class actions are not permitted. Arbitration Agreement (this “Arbitration Agreement”) D. Following the thirty (30) day procedure set forth in the paragraph above, Supplier, each Guarantor and SellersFunding agree to arbitrate any and all disputes and claims by and between, among or including, SellersFunding (or its Affiliates) and Supplier or any Guarantor arising out of or relating the Transaction Documents and the transactions contemplated thereby, including claims arising in contract, in tort, by statute or otherwise and the scope or applicability of this Arbitration Agreement and provision these Terms & Conditions (“Dispute”; each party hereto that is a party to such Dispute, a “Disputing Party”). Each of SellersFunding, Supplier and each Guarantor agree that all such claims shall be settled exclusively by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (the “Rules”). E. The agreement to arbitrate under this Arbitration Agreement is intended to be broadly interpreted. It includes, but is not limited to: • claims arising out of or relating to any aspect of the mediator relationship between SellersFunding and to conclude Supplier or any Guarantor, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; • claims that arose before the mediation within sixty (60) days Transaction Documents; • claims that are currently the subject of purported class action litigation in which Supplier or a Guarantor is not a member of a certified class; and • claims that may arise after the termination of the start of the mediationTransaction Documents. F. For purposes of this Arbitration Agreement, references to “SellersFunding”, “Supplier”, and “Guarantor” include the respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns of SellersFunding, Supplier and Guarantor, as well as all authorized or unauthorized users or beneficiaries of any services provided to Supplier or Guarantor under the Transaction Documents or prior agreements between SellersFunding, Supplier and Guarantor. Notwithstanding the foregoing, this Arbitration Agreement does not preclude Supplier or Guarantor from bringing issues to the attention of federal, state, or local agencies. Such agencies, can, if the law allows, seek relief against SellersFunding on Seller’s or Guarantor’s behalf. This Arbitration Agreement does, however, preclude each party from pursuing court action regarding any such agency claims. EACH OF SUPPLIER AND EACH GUARANTOR AGREES THAT, BY ENTERING INTO THIS ARBITRATION AGREEMENT, SUPPLIER, EACH GUARANTOR AND SELLERSFUNDING ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.WHETHER IN COURT

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. BAC 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 receipt of notice of the 180-day period ends without resolution 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 appropriate partyPurchaser 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, which shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation (including nonbinding arbitration) or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a 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 pursuant to this Section 3.7, the Owner Trustee shall act at the written direction will specify of the identity Certificateholders holding the majority of the voting interests of such Requesting Party and directing Certificateholders. For the date as avoidance of which such 180-day period shall have ended. doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 3.7(a). (b) The Requesting Party must will provide notice in accordance with the provisions of Section 4.2 of its intention to refer the matter to mediationmediation (including nonbinding arbitration) or arbitration, as applicable, to refer the matter to arbitrationBAC, or to institute with a legal proceeding copy to the Seller within thirty (30) days after Issuer, the delivery of such notice of Purchaser, the end of Owner Trustee, the 180-day periodAdministrator and the Indenture Trustee. The Seller BAC agrees to that it will participate in the resolution method selected by the Requesting Party. BAC shall provide notice to the Purchaser, the Issuer, the Owner Trustee, the Administrator and the Indenture Trustee that BAC has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Purchaser, the Issuer, the Owner Trustee (acting at the written direction of a Certificateholder), and the Indenture Trustee (acting at the direction of a Noteholder or Note Owner) shall advise the Requesting Party and BAC of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding arbitration) or arbitration pursuant to this Section 3.7 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party is (i) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), any decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, and (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or arbitration will be made by the Owner Trustee at the written direction of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (bc) If the Requesting Party selects mediation (including non-binding nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and BAC shall not be required to pay more than the applicable Repurchase Price with respect to any receivable which BAC is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination may be enforced in any court of competent jurisdiction. (iv) No person may bring a putative or certified class action to arbitration. (e) The following provisions will apply to both mediations (including nonbinding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and BAC; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 3.7, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 3.7) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that BAC, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 3.7, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If the 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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures mediation procedures in effect on at the date hereoftime of the proceeding. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS JAMS, each party of the applicable Seller and the Requesting Party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference preference. JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties applicable Seller and the Requesting Party will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties applicable Seller and the Requesting Party as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date of such arbitration. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the related Seller of its selection of arbitration, (ii) one to be appointed by the related Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by the AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the proceeding. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Arbitration Rules in effect on the date of such arbitration, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York, but any party may appear by video conference or teleconference; (ii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party's attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information; and (iii) If JAMS or the AAA no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, selected by BMW FS or BMW Bank, as applicable, using its relevant rules then in effect. However, if any such rules are inconsistent with the terms of the mediation or arbitration stated in this Agreement, the terms of this Agreement will apply. Any mediation or arbitration will be held in New York City, but any party may appear by video conference or teleconference. (iv) Under no circumstances will the Indenture Trustee, the Owner Trustee or the Issuer be liable for any expenses allocated to the Requesting Party in any dispute resolution proceeding.

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York; and (ii) The details and existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information. (e) The sole duties and obligations of the Indenture Trustee under this Section 11.02 are to forward requests for repurchases, and to provide notices, in each case in the limited circumstances described in Section 11.02(a), and the Indenture Trustee shall have no other obligation whatsoever to participate in any dispute resolution, mediation or arbitration nor to determine if a repurchase request has been resolved.

Dispute Resolution. (a) If the Issuer, the Owner Trustee, the Indenture Trustee or any a Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making a request, the “Requesting Party”), ) requests that the Trust Depositor and/or the Seller repurchase a Receivable be repurchased Contract due to an alleged breach of a representation and warranty set forth on Exhibit J hereto or in Section 3.01 of this Agreement or Section 2.03 3.02 of the Receivables Purchase AgreementSale and Transfer Agreement (each, a “Repurchase Request”), and the request Repurchase Request has not been fulfilled or otherwise resolved to within 180 days after the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of such request by TMCC Trust Depositor or the Seller (whichreceives the Repurchase Request, 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 Party, including a beneficial owner of a Note, 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 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 endedarbitration. The Requesting Party must provide notice of its intention to refer start the matter to mediation, to refer the matter to arbitration, mediation or to institute a legal arbitration proceeding according to the Seller ADR Rules of the ADR Organization within thirty (30) 90 days after the delivery of such notice of the end of the 180-day period. The Trust Depositor and the Seller agrees agree to participate in the dispute resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 7.12, the date hereofprocedures in this Section 7.12 will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators 15 years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties mediation will use commercially reasonable efforts to begin the mediation start within thirty (30) 15 days of after the selection of the mediator and to conclude the mediation within sixty (60) 30 days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 7.12 or may commence legal proceedings to resolve the dispute. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 7.12, the procedures in this Section 7.12 will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with 30 days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than 90 days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other Transaction Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator in binding arbitration will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting binding arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Trust Depositor or the Seller. Any party or witness may participate by teleconference or video conference. (ii) The Trust Depositor, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Trust Depositor nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 7.12), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. (a) If After receipt of the Owner Trustee or any Noteholder or Verified Note Owner requests Proposed Accounting, together with the work papers used in preparation thereof, Retrocessionaire shall have 30 days (by the "REVIEW PERIOD") to review such Proposed Accounting. Unless Retrocessionaire delivers written notice to TMCC Retrocedant on or prior to the Seller) (30th day of the Review Period stating that it has material objections thereto, Retrocessionaire shall be deemed to have accepted and agreed to the Proposed Accounting. Retrocessionaire shall not object to any method, principle, practice or policy employed in the preparation of the Proposed Accounting if such party making a requestmethod, principle, practice or policy is consistent in all material respects with that employed in the preparation and presentation of Retrocedant's annual statutory financial statement as of December 31, 2001 as filed with the Minnesota Department of Insurance and as submitted to The St. ▇▇▇▇. If Retrocessionaire so notifies Retrocedant of its material objections to the Proposed Accounting, the “Requesting Party”)parties shall in good faith attempt to resolve, that a Receivable within 30 days (or such longer period as the parties may agree) following such notice (the "RESOLUTION PERIOD") their differences with respect to such material objections and any resolution by them as to any disputed amounts shall be repurchased due to an alleged breach of a representation final, binding and warranty conclusive. (b) Any amount remaining in Section 3.01 of this Agreement or Section 2.03 dispute at the conclusion of the Receivables Purchase AgreementResolution Period ("UNRESOLVED CHANGES") shall be submitted to arbitration. One arbiter (each arbiter, an "ARBITER") shall be chosen by Retrocedant, the other by Retrocessionaire, and an umpire (the request has not been fulfilled or otherwise resolved "UMPIRE") shall be chosen by the two Arbiters before they enter upon arbitration. In the event that either party should fail to the reasonable satisfaction of the Requesting Party choose an Arbiter within one-hundred eighty (180) 30 days of the receipt of such following a written request by TMCC or the Seller (whichother party to do so, if sent by a Noteholder or Verified Note Owner to the Indenture Trusteerequesting party may choose two Arbiters, 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 but only after providing 10 days' 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 do so and only if such other party has failed to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller appoint an Arbiter within thirty (30) days after the delivery of such notice of the end of the 180-10 day period. The Seller agrees to participate two Arbiters shall in turn choose an Umpire who shall act as the resolution method selected by umpire and preside over the Requesting Party. (b) hearing. If the Requesting Party selects mediation (including non-binding arbitration) as two Arbiters fail to agree upon the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws selection of an Umpire within 30 days after notification of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices appointment of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of second Arbiter, the selection of the mediator Umpire shall be made by the American Arbitration Association. All Arbiters and to conclude the mediation within sixty (60) days Umpires shall be active or retired disinterested property/casualty actuaries of the start insurance or reinsurance companies or Lloyd's of the mediationLondon Underwriters. (ivc) The fees and expenses Each party shall present its case to the Arbiters within 30 days following the date of appointment of the mediation will Umpire, unless the parties mutually agree to an extension of time. The decision of the Arbiters shall be allocated as mutually agreed final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction. (d) Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration unless otherwise directed by the Arbiters. (e) Any arbitration proceedings shall take place in New York, New York unless the parties agree otherwise. (f) Arbitration shall not be a condition precedent to any right of action hereunder. (g) Once the Proposed Accounting has been finalized in accordance with the above process, the Final Section A Premium and the Final Section B Premium amounts shall be as part set forth in the Proposed Accounting, as determined by the Arbiters, if applicable. In the event the sum of such amounts is greater than the mediationamount paid by Retrocedant to Retrocessionaire on the Closing Date, Retrocedant shall promptly pay to the account of Retrocessionaire the difference plus interest on such amount at the Applicable Rate from and including the Closing Date to and including the date of such payment. In the event the aggregate of such amounts is lower than the amount paid by Retrocedant to Retrocessionaire on the Closing Date, Retrocessionaire shall promptly pay the difference plus interest on such amount at the Applicable Rate from and including the Closing Date to and including the date of such payment.

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. (b) If the Requesting Dispute Resolution Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereofthe arbitration is filed. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (c) If the Dispute Resolution Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date the arbitration is filed. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the Depositor of its selection of arbitration, (ii) one to be appointed by the Depositor within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four (4) witness depositions not to exceed five (5) hours, and (B) one (1) set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring class or collective claims in arbitration even if the Arbitration Rules would allow them. Notwithstanding anything herein to the contrary, the arbitral panel may award money or injunctive relief in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York; and (ii) The details and/or existence of any unfulfilled reacquisition or acquisition request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.2, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled reacquisition or acquisition request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.2). This information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.2), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. a. In the event that the Committee is unable to reach a consensus recommendation with respect to an application, then following a thorough review and consideration of an application, the following steps aimed at dispute resolution will be followed: i. The members of the Committee will document, clarify and share their reasons for supporting or not supporting the application (a) this step may lead to consensus). ii. The Committee may engage the services of a facilitator or mediator, who will be asked to support the reaching of consensus. The mediator or facilitator will review all relevant information and may make non-binding recommendations to the Committee. iii. If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice Committee is unable to TMCC or the Seller) (any such party making reach consensus, including after a requestmediation process, the “Requesting Party”), that Committee will jointly appoint a Receivable be repurchased due qualified independent third party to an alleged breach of a representation hear from the Parties and warranty in Section 3.01 of this Agreement or Section 2.03 assess the reasonableness of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved positions taken by Committee members. iv. The independent third party will be asked to provide a report to the reasonable satisfaction Committee, who will then have until their next scheduled meeting to reach consensus, after which all relevant information will be provided to senior representatives of the Requesting Party Parties with a view to reaching consensus. v. If there is no consensus among the senior representatives of the Parties within one-hundred eighty (180) 45 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)independent third party’s report, 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 matter 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 referred back to the Indenture Trustee instructing it Committee. vi. Upon the matter being referred back to notify the Requesting Party Committee, the Committee will either: a. in the event that senior representatives reach a consensus decision, communicate that decision to the provincial statutory decision-maker as the consensus decision of the date when Committee; or b. in the 180-day period ends without resolution by event that senior representatives are not able to reach consensus, then in recognition of the appropriate partyprecautionary principle, which written direction the Committee will specify deem 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 application to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding be contrary to the Seller within thirty (30) days after the delivery of such notice achievement of the end Shared Recovery Objective, and will communicate that consensus decision to the statutory decision-maker, together with a complete record of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting PartyCommittee’s deliberations. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.

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. BAC 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 receipt of notice of the 180-day period ends without resolution 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 appropriate partyPurchaser 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, which shall include disclosure regarding the date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party shall have the right to make the selection of mediation (including nonbinding arbitration) or arbitration. If more than one Noteholder or Note Owner has directed the Indenture Trustee in connection with a 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 pursuant to this Section 3.7, the Owner Trustee shall act at the written direction will specify of the identity Certificateholders holding the majority of the voting interests of such Requesting Party and directing Certificateholders. For the date as avoidance of which such 180-day period shall have ended. doubt, neither the Indenture Trustee nor the Owner Trustee is required to, nor intends to, exercise discretion with respect to any action pursuant to this Section 3.7(a). (b) The Requesting Party must will provide notice in accordance with the provisions of Section 4.2 of its intention to refer the matter to mediationmediation (including nonbinding arbitration) or arbitration, as applicable, to refer the matter to arbitrationBAC, or to institute with a legal proceeding copy to the Seller within thirty (30) days after Issuer, the delivery of such notice of Purchaser, the end of Owner Trustee, the 180-day periodAdministrator and the Indenture Trustee. The Seller BAC agrees to that it will participate in the resolution method selected by the Requesting Party. BAC shall provide notice to the Purchaser, the Issuer, the Owner Trustee, the Administrator and the Indenture Trustee that BAC has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Purchaser, the Issuer, the Owner Trustee (acting at the written direction of a Certificateholder), and the Indenture Trustee (acting at the direction of a Noteholder or Note Owner) shall advise the Requesting Party and BAC of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the Proceeding. A Requesting Party may not initiate a mediation (including nonbinding arbitration) or arbitration pursuant to this Section 3.7 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such Proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party is (i) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), any decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, and (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or arbitration will be made by the Owner Trustee at the written direction of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (bc) If the Requesting Party selects mediation (including non-binding nonbinding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and BAC shall not be required to pay more than the applicable Repurchase Price with respect to any receivable which BAC is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination may be enforced in any court of competent jurisdiction. (iv) No person may bring a putative or certified class action to arbitration. (e) The following provisions will apply to both mediations (including nonbinding arbitration) and arbitrations: (i) Any mediation (including nonbinding arbitration) or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and BAC; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 3.7, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 3.7) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that BAC, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 3.7, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If 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 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 prevailing party’s reasonable attorney’s and the Seller accountant’s fees and costs incurred in accordance connection 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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will Arbitrator incurred in connection with its review and determination of any Disputed Matters shall also be allocated as mutually agreed borne by the parties as part of the mediationnon-prevailing party.

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) 14 days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days 30 Days of the selection of the mediator and to conclude the mediation within sixty (60) 60 days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date of this Agreement. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five Business Days of providing notice to the Seller of its selection of arbitration, (ii) one to be appointed by the Seller within five Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect as of the date of this Agreement. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 90 days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than 90 days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (viii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York; and (ii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party's attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information.

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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures mediation procedures in effect on at the date hereoftime of the proceeding. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS JAMS, each party of the applicable Seller and the Requesting Party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference preference. JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties applicable Seller and the Requesting Party will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties applicable Seller and the Requesting Party as part of the mediation. (c) If the Requesting Party selects binding arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date of such arbitration. (ii) The arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the related Seller of its selection of arbitration, (ii) one to be appointed by the related Seller within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment. If any party fails to appoint an arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by the AAA pursuant to the Arbitration Rules. In each such case, each arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience. (iii) Each arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the proceeding. Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. Any arbitrator may be removed by the AAA for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iv) After consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety (90) days after appointment. The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and post hearing motions), and will do so on the motion of any party to the arbitration. (v) Notwithstanding whatever other discovery may be available under the Arbitration Rules in effect on the date of such arbitration, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary. (vi) The arbitral panel will make its final determination no later than ninety (90) days after appointment. The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitral panel will determine and award the costs of the arbitration (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion. The determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable and may be enforced in any court of competent jurisdiction. (vii) By selecting binding arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury. (viii) No person may bring a putative or certified class action to arbitration. (d) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York, but any party may appear by video conference or teleconference; (ii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 11.02). Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity to object to the production of its confidential information; and (iii) If JAMS or the AAA no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, selected by BMW FS or BMW Bank, as applicable, using its relevant rules then in effect. However, if any such rules are inconsistent with the terms of the mediation or arbitration stated in this Agreement, the terms of this Agreement will apply. Any mediation or arbitration will be held in New York City, but any party may appear by video conference or teleconference. (iv) Under no circumstances will the Indenture Trustee, the Owner Trustee or the Issuer be liable for any expenses allocated to the Requesting Party in any dispute resolution proceeding.

Dispute Resolution. (a) If the Owner Trustee a dispute arises out of or any Noteholder or Verified Note Owner requests (by written notice relates to TMCC this Agreement, or the Sellerbreach hereof, and if such dispute is not settled within a commercially reasonably time (not to exceed sixty (60) (any such party making a requestdays, through negotiations), the parties shall attempt in good faith to settle the dispute by mediation under the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then in effect (the “Requesting PartyRules”), that ) before resorting to litigation. No resolution or attempted resolution of any dispute or disagreement pursuant to this Section 20 shall be deemed to be a Receivable be repurchased due to an alleged breach waiver of a representation and warranty in Section 3.01 any term or provision of this Agreement or Section 2.03 of the Receivables Purchase Agreementa consent to any breach or default, unless such waiver or consent shall be in writing 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 signed by the Indenture Trustee party claimed 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) waived 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 Partyconsented. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures Any dispute or controversy not settled in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced accordance with the laws foregoing provisions of this Section 20 shall be settled exclusively by binding arbitration to be conducted before a single arbitrator mutually acceptable to the Bank and Executive in a location within twenty-five (25) miles of the Bank’s headquarters in the State of New York and an attorney specializing York, in commercial litigation accordance with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possibleRules. (iiic) The parties covenant and agree that they will use commercially reasonable efforts participate in such mediation and/or arbitration in good faith and that the Bank, subject to begin Section 20(e), will bear the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed such proceeding charged by the parties as part American Arbitration Association (including the fees of the mediationarbitrators). In an arbitration, the arbitrator shall not have the power to award damages in excess of actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages, and each party hereby irrevocably waives any claim to such damages. (d) Any payment required under this Section 20 shall be made after the final resolution referenced herein, but not later than the later of (i) December 31 of the calendar year in which such resolution is achieved, and (ii) two and one-half months after the date on which such final resolution is achieved. (e) The prevailing party in any arbitration proceeding or any other legal proceeding between the Executive and the Bank, shall be entitled to reimbursement from the other party for all reasonable attorneys’ fees, costs and expenses that such prevailing party incurs in connection with any such proceeding.

Dispute Resolution. (a) If the Seller, Issuer, an Investor, the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC acting at the direction of a Certificateholder) or the SellerIndenture Trustee (acting at the direction of an Investor pursuant to Section 7.07 of the Indenture) (any such party making a request, the “Requesting Party”), ) requests that a NMAC or the Seller repurchase any Receivable be repurchased due pursuant to an alleged breach Section 4.3 of a representation and warranty in Section 3.01 of this the Purchase Agreement or Section 2.03 of 3.02 hereof, respectively, (the Receivables Purchase Agreementparty or parties requested to repurchase a receivable, the “Requested Party” or “Requested Parties”) 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 NMAC 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 11.0210.13. 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 to notify or the Owner Trustee, the Indenture Trustee or the Owner Trustee, as applicable, will follow the direction of the related Investor or Certificateholder, as applicable, during the mediation or arbitration. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Investors) are Requesting Parties, then the Indenture Trustee as Requesting Party (at the direction of the date when Investor that directed the 180-day period ends without resolution by Indenture Trustee to make the appropriate party, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period repurchase request) shall have ended. the right to make the selection of mediation or arbitration. (b) The Requesting Party must will provide notice in accordance with the provisions of Section 10.03 of its intention to refer the matter to mediationmediation or arbitration, as applicable, to refer the matter to arbitrationRequested Parties, or to institute with a legal proceeding copy to the Issuer, the Owner Trustee and the Indenture Trustee. Each of NMAC and the Seller within thirty (30) days after the delivery of agree that such notice of the end of the 180-day period. The Seller agrees to Person will participate in the resolution method selected by the Requesting Party to the extent such Person is a Requested Party. The Requested Party shall provide notice to the Seller, Issuer, the Owner Trustee, and the Indenture Trustee that the Requested Party has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Depositor, the Issuer, the Owner Trustee and the Indenture Trustee shall advise the Requesting Party and Requested Party of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 10.13 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding. (bc) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a roster of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the Requested Party shall not be required to pay more than the applicable Repurchase Amount with respect to any receivable which such Requested Party is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. If an Asset Review was conducted in connection with the Receivables that are the subject of the arbitration, then the arbitrator will determine the party or parties required to pay the related Asset Reviewer Fee. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable absent manifest error and may be enforced in any court of competent jurisdiction. (iv) By selecting arbitration, the Requesting Party is waiving the right to ▇▇▇ in court, including the right to a trial by jury. (v) No person may bring a putative or certified class action to arbitration. (e) For the avoidance of doubt, neither the Owner Trustee nor the Indenture Trustee shall be responsible to evaluate the qualifications of any mediator or arbitrator, or for paying the costs, expenses and fees of any mediation or arbitration initiated by a Requesting Party in accordance with this Section 10.13. (f) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Requested Parties; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 10.13, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by Applicable Law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 10.13) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the Requested Party, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 10.13, and the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (aA) If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice Any dispute as to TMCC or the Seller) (any such party making whether a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach Charge-Off 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 oneShared-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 Loss Asset was made in accordance with Examination Criteria shall be resolved by the Assuming Bank's Chartering Authority. (B) With respect to any other dispute arising under the terms of Section 7.02(d) this this Non-SF Shared-Loss Agreement, at the discretion of the IndentureCorporation, to be exercised in each instance of such other dispute, and with the subsequent written consent of the Assuming Bank, such other dispute shall be resolved by determination of a review board (a "Review Board") established pursuant to Section 2.1(f). Any Review Board under this Section 2.1(f) shall follow the provisions of the Federal Arbitration Act and shall follow the provisions of the Administrative Dispute Resolution Act of 1996 ("ADRA"), 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. (bC) If Any determination by the Requesting Party selects mediation (including non-Assuming Bank's Chartering Authority or by a Review Board shall be conclusive and binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereofparties hereto and not subject to further dispute, and judgment may be entered on said determination in accordance with applicable arbitration law in any court having jurisdiction thereof. (ii) The mediator A Review Board shall consist of three (3) members, each of whom shall have such expertise as the Corporation and the Assuming Bank agree is relevant. As appropriate, the receiver or the Corporation (the "FDIC Party") will select one member, one member will be impartial, knowledgeable about selected by the Assuming Bank and experienced with the laws third member (the "Neutral Member") will be selected by the other two members. The member of the State Review Board selected by a party may be removed at any time by such party upon two (2) days' written notice to the other party of New York the selection of a replacement member. The Neutral Member may be removed by unanimous action of the members appointed by the FDIC Party and an attorney specializing in commercial litigation with at least 15 years the Assuming Bank after two (2) days' prior written notice to the FDIC Party and the Assuming Bank of experience and who will be appointed from the selection of a list of neutrals maintained by JAMSreplacement Neutral Member. Upon being supplied In addition, if a list of at least 10 potential mediators by JAMS each party will have the right Neutral Member fails for any reason to exercise two peremptory challenges within fourteen (14) days and serve or continue to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys serve on the list respecting Review Board, the preference choices of other remaining members shall so notify the parties to the extent possibledispute and the Neutral Member in writing that such Neutral Member will be replaced, and the Neutral Member shall thereafter be replaced by the unanimous action of the other remaining members within twenty (20) business days of that notification. (iii) The parties will use commercially reasonable efforts No dispute may be submitted to begin the mediation within thirty (30) days a Review Board by any of the selection parties to this Non-SF Shared-Loss Agreement unless such party has provided to the other party a written notice of dispute ("Notice of Dispute"). During the mediator and to conclude forty-five (45)-day period following the mediation within sixty (60) days providing of the start a Notice of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by Dispute, the parties as to the dispute will make every effort in good faith to resolve the dispute by mutual agreement. As part of these good faith efforts, the parties should consider the use of less formal dispute resolution techniques, as judged appropriate by each party in its sole discretion. Such techniques may include, but are not limited to, mediation., settlement

Dispute Resolution. (a) If the Servicer, the Trust, the Owner Trustee or any a Noteholder or Verified Note Owner requests (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that the Seller and/or Exeter repurchase 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 5.1 of the Receivables Purchase Agreement, Section 5.1 of the Sale Agreement or in Section 3.2(a) (each, a “Repurchase Request”), 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) days of the receipt of such request notice of the Repurchase Request by TMCC the Seller or Exeter, as the case may be (which resolution may take the form of a repurchase of the related Receivable by the Seller or Exeter, as applicable, a withdrawal of the related Repurchase Request by the related Requesting Party or a cure of the condition that led to the related breach in the manner set forth herein or in the Purchase Agreement or the Seller (whichSale Agreement, 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 Indentureas applicable), 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 by providing notice to this Section 11.02. Dispute resolution to resolve repurchase requests will be available regardless of whether Noteholders Exeter and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred. The Seller will provide written direction within ninety (90) days after the date on which the Form 10-D is filed that relates to the Indenture Trustee instructing it to notify Collection Period during which the Requesting Party of the date when the related 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 and Exeter agree to participate in the dispute resolution method selected by the Requesting Party. If a Noteholder sends a Repurchase Request to the Indenture Trustee, the Indenture Trustee shall promptly forward such Repurchase Request to the Seller and/or Exeter, as applicable. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 3.4(b), the date hereofprocedures in this Section 3.4(b) will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen fifteen (1415) days and to rank the remaining potential mediators years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty fifteen (3015) days Business Days of the selection of the mediator and to conclude the mediation within sixty thirty (6030) days of the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to binding arbitration under this Section 3.4 or adjudicate the dispute in court. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 3.4(c), the procedures in this Section 3.4(c) will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least fifteen (15) years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within thirty (30) days of selection of the arbitrator and will be limited for each party to two (2) witness depositions not to exceed five hours, two (2) interrogatories, one (1) document request and one (1) request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten (10) pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than sixty (60) days after selection of the arbitrator and will proceed for no more than six (6) consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than ninety (90) days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator in binding arbitration will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. (v) By selecting binding arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Seller or Exeter. Any party or witness may participate by teleconference or video conference. (ii) The Seller, Exeter and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (iii) Neither the Seller nor Exeter will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 3.4), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party (to the extent not prohibited by law, court order, or regulatory authority) and will provide the other party with the opportunity to object to the production of its confidential information.

Dispute Resolution. (a) If a Requesting Party submits a Repurchase Request to the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice Bank pursuant to TMCC or the SellerSection 3.3(a) (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 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 shall 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 11.023.4. Dispute resolution to resolve any repurchase requests 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 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. Review. (b) The Requesting Party must will provide notice in accordance with the provisions of Section 4.2 of its intention to refer the matter to mediationmediation (including non-binding arbitration) or binding arbitration, as applicable, to refer the matter Bank, with a copy to arbitrationFTH LLC, or to institute a legal proceeding to the Seller within thirty (30) days after Issuer, the delivery of such notice of Depositor, the end of Owner Trustee and the 180-day periodIndenture Trustee. The Seller Bank agrees to that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Issuer, the Owner Trustee and the Indenture Trustee with respect to the Receivable that is the subject matter of the Repurchase Request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Requesting Party or the Bank or become the subject of a subsequent Repurchase Request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (bc) If the Requesting Party selects mediation as the resolution method, the following provisions will apply: (i) The mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to such association’s mediation procedures in effect at such time. (ii) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation arbitration will be administered by JAMS a nationally recognized arbitration and mediation association jointly selected by the parties, and if the Requesting Party and the Bank are unable to agree on an association, by the AAA, and conducted pursuant to its Mediation Procedures such association’s arbitration procedures in effect on the date hereofat such time. (ii) The mediator arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possibleAAA. (iii) The parties arbitrator will use commercially reasonable efforts make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to begin award punitive damages or consequential damages in any arbitration conducted by it, and the mediation within thirty (30) days Bank shall not be required to pay more than the applicable Repurchase Price with respect to any receivable which the Bank is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the selection arbitration (including the fees of the mediator and to conclude the mediation within sixty (60) days arbitrator, cost of any record or transcript of the start arbitration, and administrative fees) and reasonable attorneys’ fees to the Requesting Party and the Bank as determined by the arbitrator in its reasonable discretion. The determination of the mediationarbitrator will be in writing and counterpart copies will be promptly delivered to the Requesting Party and the Bank. For binding arbitration, the determination of the arbitrator will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the Requesting Party and the Bank and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to ▇▇▇ in court, including the right to a trial by jury. (e) The fees following provisions will apply to both mediations (including non-binding arbitrations) and expenses arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Seller; (ii) Notwithstanding this dispute resolution provision, the Requesting Party and the Bank will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled Repurchase Request, any meetings or discussions regarding any unfulfilled Repurchase Request, mediations or arbitration proceedings conducted under this Section 3.4, including all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation Requesting Party and the Bank’s attempt to resolve an unfulfilled Repurchase Request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 3.4) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the Bank, in its sole discretion, elects to disclose such information. Such information will be allocated kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as mutually agreed reasonably required in connection with any resolution procedure under this Section 3.4, if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the parties recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of the mediationsuch Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If the Owner Trustee 10.1 All claims, disputes, and other matters in controversy between UES and Client arising out of or in any Noteholder or Verified Note Owner requests (by written notice way related 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 any Addendum shall be decided by binding arbitration in a cc or da n c e with the C onst r uct i on Industry Rules of the Receivables Purchase AgreementAmerican Arbitration Association then obtaining, and judgment on the request has award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, UES shall 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 arbitrate any legal and/or equitable claims (including non-binding arbitrationstatutory and equitable liens) or third-for collection of monies due. The successful party binding arbitration pursuant to this Section 11.02. Dispute resolution to resolve repurchase requests in any such action will be available regardless entitled to recover its reasonable attorneys’ fees, expert witness fees, and other claim-related expenses and court costs incurred, and also the time value at prevailing rates of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review its employees reasonably incurred in prosecuting or whether defending the Delinquency Trigger occurred. The Seller will provide written direction claims, with any claims against UES subject 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 limitations in the resolution method selected by the Requesting PartySection 7. (b) If 10.2 Notwithstanding the Requesting Party selects mediation (foregoing, all claims, including non-binding arbitration) as for negligence or any other cause whatsoever that the resolution methodClient has or claims to have against UES, the following provisions will apply: shall be deemed waived unless (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws Client notifies UES of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation claim or claims within thirty (30) days of discovery thereof, and (ii) if the selection Client contends that a claim exists against UES for negligence or another violation of a standard of care owed by UES, Client has first provided UES with a written certification executed by an independent design professional currently practicing in the same discipline as UES. The certification shall: a) identify the name of the mediator professional; b) specify each and to conclude every act or omission that the mediation within sixty (60) days certifier contends is a violation of the start standard of care identified in the mediationProposal Agreement; and c) state in complete detail the basis for the certifier’s opinion that each such act or omission constitutes such a violation. This certificate shall be provided to UES not less than thirty (30) calendar days prior to the institution of any arbitration or judicial proceeding. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation10.3 NOTWITHSTANDING THE FOREGOING, UES SHALL HAVE NO LIABILITY FOR ANY CLAIM DISCOVERED BY CLIENT MORE THAN ONE YEAR AFTER DELIVERY OF THE LAST ISSUED REPORT BY UES FOR THE SERVICES DESCRIBED IN THE PROPOSAL AGREEMENT.

Dispute Resolution. (a) If 15.1 All claims, demands, or assertions by one of the Owner Trustee parties seeking, as a matter of right, adjustment 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 interpretation of this Master Agreement and/or a Maintenance Order’s terms and conditions, payment of money, extension of time, or Section 2.03 other relief, direct or indirect, arising out of the Receivables Purchase Agreement, and the request has not been fulfilled or otherwise resolved relating to the reasonable satisfaction of the Requesting Party within one-hundred eighty (180) days of the receipt of such request by TMCC this Master Agreement and/or a Maintenance Order or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trusteebreach thereof, will be required to be forwarded decided exclusively by the Indenture Trustee to TMCC and following alternative dispute resolution procedure unless the Seller parties mutually agree in accordance with the terms writing otherwise: 15.1.1 The Contractor will submit a written notice 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 any claim 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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges University within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties occurrence of the event giving rise to such claim. 15.1.2 Within fourteen (14) days of the notice of claim, the Contractor will provide the University with a written claim that includes a clear description of the event(s) leading to or causing the claim. The claim will be deemed to include all changes, direct and/or indirect, in cost and in time to which the Contractor is entitled and may not contain reservations of rights without the University’s written approval; any such unapproved reservations of rights will be without effect. 15.1.3 All notices and claims will be made in writing and delivered to the extent possibleUniversity’s designated representative specified in the applicable Maintenance Order, with a copy to the University’s designated representative specified in the Master Agreement (if different). The effective date of any notice or claim will be the date on which it is delivered to the addressee. (iii) 15.1.4 Any notice of a claim and claim must be made pursuant to and in strict accordance with the foregoing requirements. Failure to comply with these requirements will constitute waiver of the claim. No act, omission, or knowledge, actual or constructive, of the University or its representatives will in any way be deemed to be a waiver of the requirement for timely written notice and a timely written claim unless the University and the Contractor sign an explicit, unequivocal written waiver. The fact that the University and the Contractor may continue to discuss or negotiate a claim that has or may have been defective or untimely under the Maintenance Order will not constitute waiver of the provisions of the Maintenance Order. 15.2 Any claim arising out of or related to this Master Agreement and/or a Maintenance Order will be subject to mediation as a binding condition precedent to the institution of legal or equitable proceedings by either party. This requirement cannot be waived except by an explicit written waiver. A request for mediation will be provided in writing and the parties will use commercially reasonable efforts promptly attempt to begin mutually agree upon a mediator. If the mediation parties do not reach agreement on a mediator within thirty (30) days of a request, either party may file the selection of request with the mediator American Arbitration Association or such other alternative dispute resolution service to which the parties mutually agree, with a copy to the other party, and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually in accordance with the American Arbitration Association (or other agreed by the parties as part of the mediationservice) rules currently in effect.

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 dispute with respect 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 Earnout Statement is submitted in accordance with this Section 1.2 to the terms of Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 7.02(d) 1.2(c). Each of the Indenture)Holder Representative and the SPAC Representative agrees to execute, then if requested by the Requesting Party will have the right to refer the matterIndependent Expert, 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 a reasonable engagement letter with respect to the Indenture Trustee instructing it determination to notify the Requesting Party of the date when the 180-day period ends without resolution be made 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 endedIndependent Expert. 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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The All fees and expenses of the mediation 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 allocated as mutually agreed deemed to include any work papers, records, accounts or similar materials delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the Independent Expert in response to requests by the parties 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 entitled, as part of its presentation, to respond to the mediationpresentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert shall be bound by the provisions of this Agreement, including this Section 1.2. It is the intent of the parties hereto that the activities of the 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 fifteen (15) days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative Parties and shall be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error).

Dispute Resolution. (a) 5.1 The Parties hereby establish a dispute resolution process for the resolution of disputes under this Agreement wherein the PSC conducts the arbitration of the dispute. The dispute resolution process shall apply to all Reliability Rules including Local Reliability Rules. If the Owner Trustee NYSRC determines that the ISO has not complied with or any Noteholder effectively implemented a Reliability Rule, or Verified Note Owner requests (by written notice to TMCC or if the Seller) (any such party making a request, the “Requesting Party”), ISO determines that a Receivable Reliability Rule is unnecessary or should be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement or Section 2.03 modified, representatives of the Receivables Purchase Agreement, NYSRC and the ISO shall upon 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 (whicheither Party, 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 meet within thirty (30) days after to discuss and attempt to resolve 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 Partymatter. (b) 5.2 If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant Parties are unable to its Mediation Procedures resolve a dispute described in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation Section 5.1 herein within thirty (30) days by mutual agreement (unless extended by mutual consent of the selection Parties), such dispute may be submitted to the PSC by either Party in a written statement describing the nature of the mediator dispute and the issues to conclude be resolved. If the mediation within sixty (60) days enactment of a new Reliability Rule or a modification of an existing Reliability Rule leads to a dispute, the ISO Board of Directors may request that the effectiveness of the start new Reliability Rule or the modification of an existing Reliability Rule be suspended pending the outcome of the mediationdispute resolution process. Upon such a request by the ISO Board, the NYSRC shall suspend implementation of the new Reliability Rule or the enactment of the modification pending resolution of the dispute by the PSC. Notwithstanding the foregoing, the PSC may direct that the new Reliability Rule or modification of an existing Reliability Rule go into effect immediately upon a finding that suspension of the Reliability Rule could put the reliability of the NYS Power System at risk. 5.3 Any dispute between the ISO and the NYSRC concerning a Reliability Rule that affects not only reliability but also matters subject to the Commission's jurisdiction under the Federal Power Act (ivsuch as a transmission line loading relief rule that affects the curtailment provisions of an ISO Tariff) must be resolved directly by the Commission, and not submitted first to the PSC. Other matters may be resolved in the first instance by the PSC, as provided for in this Article. 5.4 The fees PSC shall, on an expedited basis, (as permitted by PSC regulations) evaluate and expenses determine whether the dispute should be: (1) dismissed; or (2) accepted for arbitration. The PSC may dismiss a dispute if: a. the complaining Party failed to negotiate in good-faith; b. the dispute does not reasonably relate to the Reliability Rules or their application; or c. the claim is de minimis. 5.5 If the PSC accepts the dispute for arbitration, the following procedure shall be followed: a. The PSC shall have the authority to make a determination with respect to any contention by the ISO that a Reliability Rule is unnecessary or should be modified, or by the NYSRC that a Reliability Rule has not been effectively implemented by the ISO. The PSC shall have no power to modify or change any Agreement or a provision of any ISO Tariff, or otherwise create any additional rights or obligations for any Party. The scope of the mediation will PSC's decision under this Agreement shall be allocated as mutually agreed limited to the issues presented for arbitration. b. The PSC staff shall have the ability to review Reliability Rules and their implementation by the parties as part ISO. If the PSC staff determines that a Reliability Rule is unwarranted or should be modified or that a Reliability Rule is not being effectively implemented by the ISO, PSC staff may raise that issue with the NYSRC and the ISO. If the issue is not resolved among the PSC staff, the NYSRC and ISO, the PSC staff may initiate an arbitration proceeding before the PSC with respect to the issue. The PSC shall conduct a proceeding brought by the PSC staff under the same procedures applicable to a proceeding initiated by the NYSRC or the ISO under this Agreement. c. The PSC shall determine discovery procedures, intervention rights, evidentiary rules, procedures for submission of written materials, and other such procedural matters, taking into account the complexity of the mediationissues involved, the extent to which factual matters are disputed and the extent to which the credibility of witnesses is relevant to a resolution. Each Party to the dispute shall produce all evidence determined by the PSC to be relevant to the issues presented. To the extent such evidence involves proprietary or Confidential Information, the PSC may issue an appropriate protective order which shall be complied with by all disputing Parties. The PSC may elect to resolve the arbitration matter solely on the basis of written evidence and arguments. d. The PSC shall consider all issues underlying the dispute and the PSC shall take evidence submitted by the disputing Parties in accordance with procedures established by the PSC and may request additional information including the opinion of recognized technical bodies or experts. Disputing Parties shall be afforded a reasonable opportunity to rebut any such additional information. e. The PSC may permit intervention by an interested third party provided that a request to intervene is timely and the PSC finds that such intervention will enhance the arbitration process and will not cause undue delay. All intervenors shall be required to comply with all applicable procedural rules established by the PSC pursuant to Section 5.4 (c) herein. f. After conclusion of the discovery process and after providing the Parties with an opportunity to be heard, the PSC shall render a written decision, including findings of fact and the basis for the decision. The PSC shall make a specific finding that its decision will adequately protect the reliability of the NYS Power System and state the reasons for such finding. 5.6 The order of the PSC may be entered on the award by any court in New York State having jurisdiction. Within one (1) year of the arbitration decision, a Party may request that the Commission vacate, modify, or take such other action as may be appropriate with respect to any arbitration decision that is: a. based upon an error of law; b. contrary to the statutes, rules, or regulations of any appropriate regulatory entity having jurisdiction;

Dispute Resolution. (a) If the Owner Trustee or any Noteholder or Verified Note Owner requests Investor (by written notice to TMCC or the Seller) (any such party making each, a request, the “Requesting Party”), ) requests that a the RPA Seller repurchase any Receivable be repurchased due pursuant to an alleged breach of a representation and warranty in Section 3.01 2.03(c) 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 such Requesting Party within one-hundred eighty (180) days of the receipt of such notice of the request by TMCC or the Seller (whichRPA Seller, 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 mediation, non-binding arbitration) arbitration or third-party binding arbitration pursuant to this Section 11.025.14. Dispute resolution In order to resolve make a 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 partyrequest, which written direction will specify the identity of such Requesting Party and will provide a notice stating the date as of which such 180-day period shall have ended. request to the RPA Seller. (b) The Requesting Party must will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to mediation, to refer the matter to non-binding arbitration or binding arbitration, or to institute a legal proceeding as applicable, to the Seller within thirty (30) days after RPA Seller, with a copy to the delivery of such notice of Issuer, the end of Purchaser, the 180-day periodOwner Trustee and the Indenture Trustee. The Seller RPA ▇▇▇▇▇▇ agrees to that it will participate in the resolution method selected by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise. (bc) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the AAA. (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. (iv) By selecting binding arbitration, the Requesting Party waives the right to sue in court, including the right to a trial by jury. (e) The following provisions will apply to both mediations (including non-binding arbitration) and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the RPA Seller; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; Other than as publicly available with the Commission or otherwise publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If The parties agree to attempt in good faith to resolve any dispute arising out of or in connection with the Owner Trustee performance, operation 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 interpretation of this Agreement or Section 2.03 promptly by negotiation between the authorized contacts of the Receivables Purchase Agreementparties. If a dispute should arise, the authorized contacts will meet at least once and the request has not been fulfilled or otherwise resolved will attempt 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 resolve the matter, at its discretion, . Either authorized contact may request the other 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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges meet within fourteen (14) days days, at a mutually agreed time and to rank place. If the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation matter has not been resolved within thirty (30) days of a request being made for such a meeting, the selection authorized contacts shall refer the matter to the representatives of the mediator parties who are responsible for matters at the policy or strategic level who shall meet within fourteen (14) days of the end of the thirty (30) day period referred to above, at a mutually agreed time and place. If the matter has not been resolved within thirty (30) days of a request being made for this meeting, the parties shall proceed as follows: (a) Any action, suit or proceeding where the amount in controversy as to conclude at least one party, exclusive of the mediation within interest and costs, exceeds one million dollars (a "Summary Proceeding"), arising out of or relating to this Agreement or the breach, termination or validity thereof, shall be litigated exclusively in the Superior Court of the State of Delaware (the "Delaware Superior Court") as a summary proceeding pursuant to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules"). Each of the parties hereto hereby irrevocably and unconditionally (i) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (ii) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (iii) waives, and agrees not to plead or to make, any objection to the venue of any Summary Proceeding in the Delaware Superior Court, (iv) waives, and agrees not to plead or to make, any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (v) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (vi) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute and (vii) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement and waives any and all rights to any such jury trial or to seek punitive damages. (b) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed One Million Dollars (a "Proceeding"), arising out of or relating to this Agreement or the breach, termination or validity thereof is brought, the parties to such Proceeding agree to make application to the Delaware Superior Court to proceed under the Summary Proceeding Rules. Until such time as such application is rejected, such Proceeding shall be treated as a Summary Proceeding and all of the foregoing provisions of this Article relating to Summary Proceedings shall apply to such Proceeding. (c) In the event a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules of the American Arbitration Association ("Association") strictly in accordance with the terms of this Agreement and the substantive law of the State of Delaware. The arbitration shall be conducted at the Association's regional office located closest to Licensee's principal place of business by three arbitrators, at least one of whom shall be knowledgeable in active noise cancellation and speech enhancement technologies and one of whom shall be an attorney. Judgment upon the arbitrators' award may be entered and enforced in any court of competent jurisdiction. Neither party shall institute a proceeding hereunder unless at least sixty (60) days prior thereto such party shall have given written notice to the other party of the start its intent to do so. Neither party shall be precluded hereby from securing equitable remedies in courts of the mediationany jurisdiction, including, but not limited to, temporary restraining orders and preliminary injunction to protect its rights and interests but such shall not be sought as a means to avoid or stay arbitration. (ivd) The fees Licensee hereby designates and expenses appoints CT Corporation System with offices on the date hereof at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ as its agent to receive service of process in any Proceeding or Summary Proceeding. NCT Hearing hereby designates and appoints Corporation Service Company with offices on the date hereof at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, as its agent to receive such service. Each of the mediation parties hereto further covenants and agrees that, so long as this Agreement shall be in effect, each such party shall maintain a duly appointed agent for the service of summonses and other legal processes in the State of Delaware and will be allocated as mutually agreed by notify the other parties as part hereto of the mediationname and address of such agent if it is no longer the entity identified in this article.

Dispute Resolution. (a) If the Owner Trustee The Parties will attempt to settle any claim 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 controversy arising out of this Agreement or Section 2.03 the subject matter hereof through consultation and negotiation in good faith in a spirit 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, mutual cooperation. Such matters will be required to be forwarded initially addressed by the Indenture Trustee Project Managers, who shall use reasonable efforts 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 attempt to resolve repurchase requests will the dispute through good faith negotiations by telephone or in person as may be available regardless of whether Noteholders and Verified Note Owners voted agreed. If they fail to direct an Asset Representations Review or whether resolve 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 dispute within thirty (30) days after either Party notifies the delivery of such notice other of the end of dispute, then the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation matter will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties escalated to the extent possible. (iii) The parties Chief Executive Officer of PROTEON and the * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Chief Executive Officer of LONZA, or their designees for resolution. They will use commercially reasonable efforts to begin attempt to resolve the mediation dispute through good faith negotiations by telephone or in person as may be agreed. If they fail to resolve the dispute within thirty (30) days of after it is referred to them and do not mutually agree to extend the selection of time for negotiation, then the mediator and dispute will be submitted to conclude arbitration in accordance with the mediation within sixty (60) days of the start of the mediationprocedure set forth in Section 20.3(b). (ivb) Except with respect to actions by either Party seeking equitable or declaratory relief, any claim or controversy arising in whole or in part under or in connection with this Agreement or the subject matter hereof that is not resolved pursuant to Section 20.3(a) will be referred to and finally resolved by arbitration in accordance with the Rules of the International Chamber of Commerce (the “Rules”) as such Rules may be modified by this Agreement, by one arbitrator, who will be agreed upon by the Parties. If the Parties are unable to agree upon a single arbitrator within thirty (30) days following the date arbitration is demanded, three arbitrators will be used, one selected by each Party within ten (10) days after the conclusion of the 30-day period and a third selected by the first two within ten (10) days thereafter. Unless the Parties agree otherwise, they will be limited in their discovery to directly relevant documents. Responses or objections to a document request will be served twenty (20) days after receipt of the request. The fees arbitrator(s) will resolve any discovery disputes. Arbitration proceedings may be commenced by either Party by notice to the other Party. Unless otherwise agreed by the Parties, all such arbitration proceedings will be held in New York, USA, provided that proceedings may be conducted by telephone conference call with the consent of the Parties and the arbitrator(s). The arbitrator(s) will apply the laws of New York and it is understood and agreed that the provisions of Sections 45 and 69 of the Arbitration Act of 1969 shall not apply in respect of any arbitration pursuant to this Agreement. The arbitrator(s) will only have the authority to award actual money damages (with interest on unpaid amounts from the date due) and, except with respect to a breach or nonperformance of any provision of this Agreement relating to Confidential Information, the arbitrator(s) will not have the authority to award indirect, incidental, consequential, exemplary, special or punitive damages, and the Parties expressly waive any claimed right to such damages. The arbitrator(s) also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrators deem just and equitable and within the scope of this Agreement, including an injunction or order for specific performance. The award of the arbitrator(s) shall be the sole and exclusive remedy of the Parties. Judgment on the award rendered by the arbitrator(s) may be enforced in any court having competent jurisdiction thereof, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator(s). The arbitration will be of each Party’s individual claims only, and no claim of any other Party will be subject to arbitration in such proceeding. The costs and expenses of the mediation arbitration, but not the costs and expenses of the Parties, will be allocated as mutually agreed shared equally by the parties Parties. If a Party fails to proceed with arbitration, unsuccessfully challenges the arbitration award, or fails to comply with the arbitration award, the other Party is entitled to costs, including reasonable attorneys’ fees, for having to compel arbitration or defend or enforce the award. Except as part otherwise required by law, the Parties and the arbitrator(s) will maintain as confidential all information or documents obtained during the arbitration process, including the resolution of the mediationdispute. Judgment on the award granted in any arbitration hereunder may be entered in any court having jurisdiction over the award or any of the Parties or any of their respective assets. The Parties knowingly and * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. voluntarily waive their rights to have their dispute tried and adjudicated by a judge and jury except as expressly provided herein. (c) Nothing in this Section 20.3 will prevent a Party from resorting to judicial proceedings if: (i) interim relief from a court is necessary to prevent serious and irreparable injury to such Party; or (ii) litigation is required to be filed prior to the running of the applicable statute of limitations. The use of any alternative dispute resolution procedure will not be construed under the doctrine of latches, waiver or estoppel to affect adversely the rights of either Party.

Dispute Resolution. (a) If the Purchaser, Issuer, an Investor, the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice to TMCC acting at the direction of a Certificateholder) or the SellerIndenture Trustee (acting at the direction of an Investor pursuant to Section 7.07 of the Indenture) (any such party making a request, the “Requesting Party”)) requests that NMAC repurchase any Receivable pursuant to Section 4.3 (the party or parties requested to repurchase a receivable, that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of this Agreement the “Requested Party” or Section 2.03 of the Receivables Purchase Agreement, “Requested Parties”) 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 (whichNMAC, 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 11.024.4. 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 to notify or the Owner Trustee, the Indenture Trustee or the Owner Trustee, as applicable, will follow the direction of the related Investor or Certificateholder, as applicable, during the mediation or arbitration. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Investors) are Requesting Parties, then the Indenture Trustee as Requesting Party (at the direction of the date when Investor that directed the 180-day period ends without resolution by Indenture Trustee to make the appropriate party, which written direction will specify the identity of such Requesting Party and the date as of which such 180-day period repurchase request) shall have ended. the right to make the selection of mediation or arbitration. (b) The Requesting Party must will provide notice in accordance with the provisions of Section 5.5 of its intention to refer the matter to mediationmediation or arbitration, as applicable, to refer the matter to arbitrationRequested Parties, or to institute with a legal proceeding copy to the Seller within thirty (30) days after Issuer, the delivery of such notice of Owner Trustee and the end of the 180-day periodIndenture Trustee. The Seller NMAC agrees to that it will participate in the resolution method selected by the Requesting Party to the extent it is a Requested Party. The Requested Party shall provide notice to the Purchaser, Issuer, the Owner Trustee, and the Indenture Trustee that the Requested Party has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Purchaser, the Issuer, the Owner Trustee and the Indenture Trustee shall advise the Requesting Party and Requested Party of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 4.4 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding. (bc) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party and conducted pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. (ii) The arbitrator is required to be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the Requested Party shall not be required to pay more than the applicable Repurchase Amount with respect to any receivable which such Requested Party is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. If an Asset Review was conducted in connection with the Receivables that are the subject of the arbitration, then the arbitrator will determine the party or parties required to pay the related Asset Reviewer Fee. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable absent manifest error and may be enforced in any court of competent jurisdiction. (iv) By selecting arbitration, the Requesting Party is waiving the right to sue in court, including the right to a trial by jury. (v) No person may bring a putative or certified class action to arbitration. (e) For the avoidance of doubt, neither the Owner Trustee nor the Indenture Trustee shall be responsible to evaluate the qualifications of any mediator or arbitrator, or for paying the costs, expenses and fees of any mediation or arbitration initiated by a Requesting Party in accordance with this Section 4.4. (f) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Requested Parties; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 4.4, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by Applicable Law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 4.4) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that the Requested Party, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any third party, except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 4.4, and the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing Party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed.

Dispute Resolution. (a) If 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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will applyfor dispute resolution: (i) The mediation will be administered by JAMS pursuant to the ADR Organization using its Mediation Procedures ADR Rules. However, if any ADR Rules are inconsistent with the procedures for mediation stated in effect on this Section 2.20, the date hereofprocedures in this Section 2.20 will control. (ii) The A single mediator will be impartial, knowledgeable about and experienced with selected by the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed ADR Organization from a list of neutrals maintained by JAMSit according to the ADR Rules. Upon being supplied a list The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators 15 years of experience in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent commercial litigation and, if possible, consumer finance or asset-backed securitization matters. (iii) The parties will use commercially Commercially reasonable efforts shall be used to begin the mediation within thirty (30) days of 15 Business Days after the selection of the mediator and to conclude the mediation within sixty (60) 30 days of after the start of the mediation. (iv) The fees and expenses Expenses of the mediation will be allocated to the parties as mutually agreed by the parties them as part of the mediation. (v) If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Reallocation Request to arbitration under this Section 3.13 or may initiate litigation regarding such Reallocation Request. (c) If the Requesting Party selects arbitration for dispute resolution: (i) The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 2.20, the procedures in this Section 2.20 will control. (ii) A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict. (iii) The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed with 30 days of selection of the arbitrator and will be limited for each party to two witness depositions, each not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays. (iv) The arbitrator will make its final determination no later than 90 days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Basic Documents, and may not modify or change this Agreement or the other Basic Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction. The arbitrator may not award remedies that are not consistent with this Agreement and the other Basic Documents. (v) By selecting arbitration, the Requesting Party is giving up the right to ▇▇▇ in court, including the right to a trial by jury. (vi) The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction. (d) For each mediation or arbitration: (i) Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Servicer. Any party or witness may participate by teleconference or video conference. (ii) The Servicer and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law. (a) The Servicer will not be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Reallocation Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 2.6), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.

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 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 prevailing party's reasonable attorney's and the Seller accountant's fees and costs incurred in accordance connection 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. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will Arbitrator incurred in connection with its review and determination of any Disputed Matters shall also be allocated as mutually agreed borne by the parties as part of the mediationnon-prevailing party.

Dispute Resolution. (ai) In the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation Agent, the Disputing Party shall have the right, by delivering notice within one (1) Business Day of such determination, to require that the Calculation Agent have such determination reviewed by a disinterested third party that is a leading dealer in the U.S. corporate equity derivatives market and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be jointly selected by the parties within one (1) Business Day after the Disputing Party’s exercise of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute Calculation Agent”). If the Owner Trustee or any Noteholder or Verified Note Owner requests (by written notice parties are unable to TMCC or agree on a Substitute Calculation Agent within the Seller) (any such party making a requestprescribed time, 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 each of the Receivables Purchase Agreement, parties shall elect a Third Party Dealer and the request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting such two dealers shall agree on a third Third Party within one-hundred eighty (180) days of the receipt of such request Dealer 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 periodsubsequent Business Day. Such third Third Party Dealer shall be deemed to be the Substitute Calculation Agent. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered to the Calculation Agent not later than the first (1st) Business Day following the Business Day on which the Calculation Agent notifies the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute Calculation Agent shall be binding in the absence of a manifest error and shall be made as soon as possible but no later than the second (2nd) Business Day following the Substitute Calculation Agent’s appointment. The Seller costs of such Substitute Calculation Agent and, if applicable, nominating Third Party Dealers shall be borne by (a) the Disputing Party if the Substitute Calculation Agent substantially agrees to participate in with the resolution method selected by the Requesting Party. Calculation Agent or (b) If the Requesting Party selects mediation (including non-Disputing Party if the Substitute Calculation Agent does not substantially agree with the Calculation Agent. If, after following the procedures and within the specified time frames set forth above, a binding arbitration) as the resolution methoddetermination is not achieved, the following provisions will original determination of the Calculation Agent shall apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will Notwithstanding anything to the contrary herein, in the event that the Issuer disputes any determination in good faith made by the Calculation Agent, the Issuer shall not be impartialentitled to the release of any funds from the Collateral Account, knowledgeable about and experienced with including pursuant to Section 13(a)(i) or (a)(ii), during the laws pendency of the State of New York dispute and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices utilization of the parties to the extent possibledispute resolution procedures set forth in Section 13(b)(i). (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.

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 request25.1 Except as may otherwise be set forth in this Agreement, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty in Section 3.01 of all disputes arising under this Agreement or shall be resolved as set forth in this Section 2.03 of the Receivables Purchase Agreement25. To be eligible for resolution under this Section 26, 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 any dispute by TMCC or the Seller (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will CUSTOMER concerning payments must be required to be forwarded by the Indenture Trustee to TMCC and the Seller invoked in accordance with the terms requirements of Section 7.02(d) 11. 25.2 SCE and CUSTOMER shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between an authorized representative of each of the Indenture)Parties. Any dispute which cannot be resolved between the authorized representatives shall be referred to an officer or designee, 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 each of the date when Parties for resolution. SCE or CUSTOMER may give the 180-day period ends without resolution by the appropriate party, which other Party 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 any dispute. Within twenty (3020) days after the delivery of such notice of notice, the end of designated parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to exchange information and to attempt to resolve the 180-day perioddispute. The Seller agrees to participate in the resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation matter has not been resolved within thirty (30) days of the selection first meeting, SCE or CUSTOMER may initiate a mediation of the controversy. The mediation shall be facilitated by a mediator that is acceptable to all parties and to shall conclude the mediation within sixty (60) days of its commencement, unless SCE and CUSTOMER agree to extend the start mediation process beyond such deadline. Upon agreeing on a mediator, SCE and CUSTOMER shall enter into a written agreement for the mediation services. The mediation shall be conducted in accordance with the Commercial Mediation Rules of the mediationAmerican Arbitration Association; provided, however, that no incidental, consequential or punitive damages shall be awarded in any such proceeding and each party shall bear its own legal fees and expense. (iv) The fees 25.3 All negotiations and expenses any mediation conducted pursuant to this Section shall be confidential and shall be treated as compromise and settlement negotiations, to which Section 1154 of the mediation will be allocated California Evidence Code shall apply, which section is incorporated in this Agreement by reference. 25.4 Notwithstanding the foregoing provisions, either SCE or CUSTOMER may seek a preliminary injunction or other provisional judicial remedy if in its judgment such action is necessary to avoid irreparable damage or to preserve the status quo. 25.5 SCE and CUSTOMER shall continue to perform their obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement. 25.6 If SCE and CUSTOMER, after good faith efforts to resolve a dispute under the terms of this Agreement (as mutually agreed by the parties as part provided in Section 25.2), cannot agree to a resolution of the mediationdispute, either Party may pursue whatever legal remedies may be available to such Party, at law or in equity, before a court of competent jurisdiction and with venue in Los Angeles County, California.

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 Indenture)Closing, then (a) the Requesting Party will have Purchase Price shall be adjusted, if applicable, after Closing in accordance with 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 decision 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 panel; 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. (b) If if the Requesting Party selects mediation disputed amounts, based on the Value Table, exceed ONE MILLION AND NO/100THS DOLLARS (including non-binding arbitration$1,000,000.00) as in the resolution methodaggregate, the following provisions will apply: then (i) The mediation will the Purchase Price shall be administered reduced at Closing by JAMS pursuant to its Mediation Procedures the lesser of the amounts claimed by the parties (or by zero if the full amount is in effect on the date hereof. dispute), (ii) The mediator will be impartial, knowledgeable about and experienced with the laws portion of the State of New York Purchase Price paid to Sellers shall be reduced by the disputed amounts, and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts Purchaser shall deposit with Escrow Agent the full disputed amount and such escrowed funds shall be disbursed after Closing pursuant to begin the mediation within thirty (30) days final resolution of the selection dispute. The terms of the mediator and to conclude the mediation within sixty (60) days of the start of the mediationthis Section 29 shall survive Closing. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.

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 of the end of the 180-day period. The Seller agrees to participate in the resolution method selected by the Requesting Party. (b) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days 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 selection Board of Arbitration shall be divided between the Indemnifying Party and the Indemnified Party in the same proportion as the portion of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed related claim determined by the parties as part Board of Arbitration to be payable to the mediationIndemnified Party bears to the portion of such claim determined not to be so payable.

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 receipt of notice of the 180-day period ends without resolution request shall be deemed to be a determination by Santander Consumer that no repurchase of that Receivable due to a breach of Section 3.3 of the Purchase Agreement is required. The monthly distribution report filed by the appropriate partySeller 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, which written direction will specify shall include disclosure regarding the identity date of the repurchase demand as well as the status of such repurchase demand for each applicable Receivable. If both the Owner Trustee (on behalf of one or more Certificateholders) and the Indenture Trustee (on behalf of one or more Noteholders or Note Owners) are Requesting Parties, then the Indenture Trustee as Requesting Party and the date as of which such 180-day period shall have endedthe 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) (b) The Requesting Party must will provide notice in accordance with the provisions of Section 9.6 of its intention to refer the matter to mediationmediation or arbitration, as applicable, to refer the matter to arbitrationSantander Consumer, or to institute with a legal proceeding copy to the Seller within thirty (30) days after Issuer, the delivery of such notice of Seller, the end of Owner Trustee and the 180-day periodIndenture Trustee. The Seller Santander Consumer agrees to that it will participate in the resolution method selected by the Requesting Party. Santander Consumer shall provide notice to the Seller, the Issuer, the Owner Trustee, and the Indenture Trustee that Santander Consumer has received a request to mediate or arbitrate a repurchase request. Upon receipt of such notice, the Seller, the Issuer, the Owner Trustee (acting at the direction of a Certificateholder), and the Indenture Trustee (acting at the direction of a Noteholder or Note Owner) shall advise the Requesting Party and Santander Consumer of an intent to join in the mediation or arbitration, which shall result in their being joined as a Requesting Party in the proceeding. A Requesting Party may not initiate a mediation or arbitration pursuant to this Section 9.24 with respect to a Receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but will have the right, subject to a determination by the parties to the existing mediation or arbitration that such joinder would not prejudice the rights of the participants to such existing mediation or arbitration or unduly delay such proceeding, to join an existing mediation or arbitration with respect to that Receivable if the mediation or arbitration has not yet concluded. In the case of any such joinder, if the initial Requesting Party is (i) the Indenture Trustee (on behalf of one or more Noteholders or Note Owners), any decisions related to the mediation or arbitration will be made by the Indenture Trustee at the written direction of the Requesting Investor holding a majority of the Note Balance of all of the Notes held by such directing Noteholders and/or Note Owners, and (ii) the Owner Trustee (on behalf of one or more Certificateholders), any decisions related to the mediation or arbitration will be made by the Owner Trustee on behalf of the Certificateholders holding the majority of the voting interests of the directing Certificateholders. (bc) If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant to its Mediation Procedures such association’s mediation procedures in effect on the date hereofat such time. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) The fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation. (iii) The mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and will be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (d) If the Requesting Party selects arbitration as the resolution method, the following provisions will apply: (i) The arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties, and if the parties are unable to agree on an association, by the AAA, and conducted pursuant to such association’s arbitration procedures in effect at such time. 39 Sale and Servicing Agreement (2017-1) (ii) The arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute hereunder and will be appointed from a list of neutrals maintained by AAA. (iii) The arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and Santander Consumer shall not be required to pay more than the applicable Repurchase Price with respect to any receivable which Santander Consumer is required to repurchase under the terms of the Purchase Agreement or this Agreement, as applicable. In its final determination, the arbitrator will determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination may be enforced in any court of competent jurisdiction. (iv) No person may bring a putative or certified class action to arbitration. (e) The following provisions will apply to both mediations and arbitrations: (i) Any mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and Santander Consumer; (ii) Notwithstanding this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law; and (iii) The details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 9.24, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to resolve an unfulfilled repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except disclosures required by applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 9.24) other than as required to be disclosed in accordance with applicable law, regulatory requirements, or court order or to the extent that Santander Consumer, in its sole discretion, elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with 40 Sale and Servicing Agreement (2017-1) any third party, except that a party may disclose such information to its own attorneys, experts, accountants and other agents and representatives (collectively “Representatives”), as reasonably required in connection with any resolution procedure under this Section 9.24, and to the Asset Representations Reviewer, if an Asset Review has been conducted, if the disclosing party (a) directs such Representatives to keep the information confidential, (b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of such Confidential Information that is required to be disclosed. For the avoidance of doubt, if the Indenture Trustee is the Requesting Party, the Indenture Trustee may disclose Confidential Information with respect to an Asset Review to the Requesting Investor which directed the Indenture Trustee in connection with such Asset Review.

Dispute Resolution. (a) If After receipt of the Owner Trustee or any Noteholder or Verified Note Owner requests Proposed Accounting, together with the work papers used in preparation thereof, Retrocessionaire shall have 30 days (by the "REVIEW PERIOD") to review such Proposed Accounting. Unless Retrocessionaire delivers written notice to TMCC Retrocedant on or prior to the Seller) (30th day of the Review Period stating that it has material objections thereto, Retrocessionaire shall be deemed to have accepted and agreed to the Proposed Accounting. Retrocessionaire shall not object to any method, principle, practice or policy employed in the preparation of the Proposed Accounting if such party making a requestmethod, principle, practice or policy is consistent in all material respects with that employed in the preparation and presentation of Retrocedant's statutory annual financial statement as of December 31, 2001 as filed with the Minnesota Department of Commerce and as submitted to The St. ▇▇▇▇. If Retrocessionaire so notifies Retrocedant of its material objections to the Proposed Accounting, the “Requesting Party”parties shall in good faith attempt to resolve, within 30 days (or such longer period as the parties may agree) following such notice (the "RESOLUTION PERIOD"), that a Receivable their differences with respect to such material objections and any resolution by them as to any disputed amounts shall be repurchased due to an alleged breach of a representation final, binding and warranty conclusive. (b) Any amount remaining in Section 3.01 of this Agreement or Section 2.03 dispute at the conclusion of the Receivables Purchase AgreementResolution Period ("UNRESOLVED CHANGES") shall be submitted to arbitration. One arbiter (each arbiter, an "ARBITER") shall be chosen by Retrocedant, the other by Retrocessionaire, and an umpire (the request has not been fulfilled or otherwise resolved "UMPIRE") shall be chosen by the two Arbiters before they enter upon arbitration. In the event that either party should fail to the reasonable satisfaction of the Requesting Party choose an Arbiter within one-hundred eighty (180) 30 days of the receipt of such following a written request by TMCC or the Seller (whichother party to do so, if sent by a Noteholder or Verified Note Owner to the Indenture Trusteerequesting party may choose two Arbiters, 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 but only after providing 10 days' 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 do so and only if such other party has failed to mediation, to refer the matter to arbitration, or to institute a legal proceeding to the Seller appoint an Arbiter within thirty (30) days after the delivery of such notice of the end of the 180-10 day period. The Seller agrees to participate two Arbiters shall in turn choose an Umpire who shall act as the resolution method selected by umpire and preside over the Requesting Party. (b) hearing. If the Requesting Party selects mediation (including non-binding arbitration) as two Arbiters fail to agree upon the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws selection of an Umpire within 30 days after notification of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices appointment of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days of second Arbiter, the selection of the mediator Umpire shall be made by the American Arbitration Association. All Arbiters and to conclude the mediation within sixty (60) days Umpires shall be active or retired disinterested property/casualty actuaries of the start insurance or reinsurance companies or Lloyd's of the mediationLondon Underwriters. (ivc) The fees and expenses Each party shall present its case to the Arbiters within 30 days following the date of appointment of the mediation will Umpire, unless the parties mutually agree to an extension of time. The decision of the Arbiters shall be allocated as mutually agreed final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the Arbiters may be entered in any court of competent jurisdiction. (d) Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration unless otherwise directed by the Arbiters. (e) Any arbitration proceedings shall take place in New York, New York unless the parties agree otherwise. (f) Arbitration shall not be a condition precedent to any right of action hereunder. (g) Once the Proposed Accounting has been finalized in accordance with the above process, the Final Section A Premium and the Final Section B Premium amounts shall be as part set forth in the Proposed Accounting, as determined by the Arbiters, if applicable. In the event the sum of such amounts is greater than the mediationamount paid by Retrocedant to Retrocessionaire on the Effective Date, Retrocedant shall promptly pay to the account of Retrocessionaire the difference plus interest on such amount at the Applicable Rate from and including the Effective Date to and including the date of such payment. In the event the aggregate of such amounts is lower than the amount paid by Retrocedant to Retrocessionaire on the Effective Date, Retrocessionaire shall promptly pay to the account of Retrocedant the difference plus interest on such amount at the Applicable Rate from the Effective Date to the date of such payment.

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 Party. (b) Independent Auditor shall be final and binding upon Buyer and Seller as to the Adjustment Amount. If the Requesting Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply: (i) The mediation will be administered by JAMS pursuant Independent Auditor determines that Buyer is entitled to its Mediation Procedures in effect on the date hereof. (ii) The mediator will be impartial, knowledgeable about and experienced with the laws 50% or less of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals maintained by JAMS. Upon being supplied a list of at least 10 potential mediators by JAMS each party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices portion of the parties to the extent possible. (iii) The parties will use commercially reasonable efforts to begin the mediation within thirty (30) days Adjustment Amount in dispute, Buyer shall pay all of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the mediation. (iv) 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 mediation will be allocated as mutually agreed by the parties as part portion of the mediationAdjustment Amount in dispute, Seller shall pay all of the Independent Auditor's fees and expenses in connection with Section 3.4.