Common use of Dispute Resolution; Arbitration Clause in Contracts

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one of the parties, related to this Master Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, and one or both of the Popular Parties and their respective Subsidiaries, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master Agreement; provided, however, that a party may request temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstances.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one of the parties, related to this Master Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-then current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, and one or both of the Popular Parties and their respective Subsidiaries, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master Agreement; provided, however, that a party may request temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstances.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, and any of the Popular Parties and or their respective Subsidiaries, on the other, or against any Representative of one of the parties, related to this Master Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause Section 1.14 (a “Dispute”) will be resolved in accordance with this SectionSection 1.14. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of PopularCOMPANY. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, and one or both of the Popular Parties and their respective Subsidiaries, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than then each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator arbitrators and the decision or award entered by the arbitratorarbitrators. Any court having jurisdiction may enter judgment upon the award rendered by the arbitratorarbitrators. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section Section 1.14 will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master Agreement; provided, however, that a party may request temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has arbitrators have had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstances.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one of the parties, related to this Master Agreement, and a) The parties agree that if any dispute or claim related controversy, other than a matter for which a party is entitled to the relationship specific performance or duties contemplated hereunderinjunctive relief, including the validity arises out of this clause (a “Dispute”) will Agreement or any Related Agreement or the performance, breach, validity, interpretation or enforcement thereof, it is in the best interests of the parties for such dispute or controversy to be resolved in accordance the shortest time and with this Sectionthe lowest cost of resolution practicable. Each Consequently, the parties agree to resolve any dispute or controversy, other than a matter for which a party will give written notice (a “Notice of Dispute”) is entitled to specific performance or injunctive relief, without resort to the others of courts. If any Dispute claimed by it within thirty dispute or controversy arises (30) days of learning of other than disputes regarding Working Capital which shall be resolved according to the cause of such a Dispute. The Notice of Dispute procedures described in Section 1.9), the parties will include a reasonable description of comply with the basis of the Dispute, including, without limitation, following procedures: (i) the specific charge party believing a dispute to exist will give the other parties prompt written notice thereof, setting forth in reasonable detail the facts alleged to give rise to such dispute, any relevant contractual provisions, the nature of any claimed default or charges being disputed, breach and a statement of the manner in which such party believes the dispute should be resolved; (ii) if available and/or applicablewithin 20 days after receipt of such notice, each party against whom relief is sought in connection with such dispute will deliver a written response, setting forth in reasonable detail its views of the facts alleged to give rise to such dispute, any relevant contractual provisions, the supporting documentation that is reasonably required for verification nature of the charge claimed default or charges, breach and a statement of the manner in which such party believes the dispute should be resolved; and (iii) any amounts being withheld. Following if the parties do not agree on the manner in which the dispute should be resolved, they will arrange to hold a meeting within 10 days after delivery of the response. Each party shall have in attendance at such meeting a Notice representative with the authority to resolve such dispute. At the meeting (and any adjournments thereof), the parties will negotiate in an attempt to agree as to whether a dispute exists, the exact nature of Disputethe dispute and the manner in which the dispute should be resolved. If deemed appropriate by the parties, a Representative of each party will meet and will attempt professional mediator may be engaged to assist in good faith to resolve resolving the Disputedispute. Any Dispute that remains unresolved for more than twenty (20) resolution of the dispute will be evidenced by a written agreement setting forth in reasonable detail the actions to be taken by each party. If no such written agreement is reached within 20 days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such dispute first meeting (the “Resolution ForumNegotiation Period”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, and one or both of the Popular Parties and their respective Subsidiaries, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master Agreement; provided, however, that a party may request temporary remedies in a court of law pursue binding arbitration with respect to maintain the status quo or such dispute pursuant to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstancesSection 10.1(b).

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among 18.1 In the partiesfirst instance, any unresolved dispute between or among any of the parties arising under this Agreement shall be attempted to be resolved by the following procedures. Such a dispute resolution procedure shall be initiated by any party giving written notice to the other parties of the matter in dispute. Within twenty (20) days after the delivery of a notice of dispute, controversy the Chief Executive Officer or claim between EVERTEC, on the one hand, and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative President of one each of the parties, related or their designees, shall meet at a mutually acceptable time and place to this Master Agreement, exchange relevant information and any to attempt to resolve the dispute or claim related to through good faith negotiations. Requests for information shall be reasonable and responses shall be prompt and complete. If the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be matter is not resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning after delivery of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicablenotice to commence, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith parties shall be free to pursue arbitration as set forth below to resolve the Disputedispute. Any Dispute that remains unresolved Such matter or matters shall be referred to a board of arbitrators consisting of three (3) disinterested, competent persons, one selected by LESSOR and one by LESSEE, as hereinafter provided, and the two thus selected shall select the third, who shall have the power of an umpire and be known as umpire-arbitrator. The decision and award of such arbitrators, or any two of them, shall be conclusive and binding upon LESSOR and LESSEE and promptly complied with. The party desiring arbitration shall give written notice to the other party definitively stating the point or points in dispute and naming the person selected as arbitrator; and it shall be the duty of the other party, within fifteen (15) days after receiving such notice, to name an arbitrator, and these two arbitrators shall select the umpire-arbitrator; and in the event the party notified does not name an arbitrator within said period of fifteen (15) days, the party serving such notice may select a second arbitrator and the two thus selected shall select the umpire-arbitrator. In the event of failure of the two arbitrators, selected as aforesaid, within thirty (30) days from receipt by both of them of notice of their selection, to agree upon the umpire-arbitrator, then they shall jointly notify, in writing, the parties of their failure to agree upon such umpire-arbitrator. The parties shall then, within fifteen (15) days from the date of such notification, jointly select the umpire-arbitrator. In the event the parties are unable to so select the umpire-arbitrator within said fifteen (15) day period, they shall then jointly select the names of three (3) potential umpire-arbitrators. None of these three (3) potential umpire-arbitrators shall represent, or have any affiliation with either party. Once the list of said three (3) potential umpire-arbitrators has been prepared, each party shall then strike the name of one (1) potential umpire-arbitrator from said list. The person remaining on such list after the parties have stricken a name from said list shall be the umpire-arbitrator. Further, in the event the parties fail to select such umpire-arbitrator as aforesaid, either of the parties may apply to the American Arbitration Association (AAA) for the appointment of an umpire-arbitrator pursuant to the rules and procedures of the AAA for the appointment of neutral arbitrators, as revised. The individual then designated will act as such umpire-arbitrator hereunder. The umpire-arbitrator thus chosen shall give to LESSOR and LESSEE written notice as to the time and place of hearing, which hearing shall be not less than ten (10) nor more than twenty (20) days after his selection, and, at the receipt time and place appointed, he shall proceed with the hearing unless, for some good cause of a Notice of Dispute which the arbitrators shall be referred the judge, it shall be postponed until some later date within a reasonable time. Both LESSOR and LESSEE shall have full opportunity to designated representatives of the parties hereto who shall negotiate be heard, orally and in good faith to resolve such dispute (the “Resolution Forum”)writing, on any question thus submitted. If In arriving at a Dispute is not resolved in the Resolution Forumdecision and award, the Dispute arbitrators shall be submitted bound by any relevant state and federal law applicable to the consideration of substantive issue or issues so submitted for arbitration, and they shall make such decision and award in writing, and deliver a representative from the senior management of EVERTEC who shall be identified in a written notice delivered copy to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR both LESSOR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto RicoLESSEE. The arbitration will award shall specify by whom the costs of arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties borne and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, and one or both of the Popular Parties and their respective Subsidiaries, on the other hand, each of EVERTEC paid and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, amount of such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedingscosts, including all information submitted to reasonable compensation for the arbitrator and the decision or award entered by the arbitratorarbitrators. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defendmeetings, indemnify hearings or hold harmless another party against court proceedings or other Losses. The procedures specified arbitration regarding dispute resolution shall be held in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master Agreement; providedNashville, however, that a party may request temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstancesTennessee.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect All disputes between the Parties relating to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative arising out of one of the parties, related to this Master Agreement, and any dispute including but not limited to disputes, claims, defenses involving or claim related requiring the interpretation, validity, enforceability, alleged breach or performance of this Agreement, shall be subject to the relationship or duties contemplated hereunderfollowing dispute resolution procedure. […***…]. If the Parties cannot resolve their dispute through non-binding mediation, including then the validity of this clause (a “Dispute”) will be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute matter shall be referred to designated representatives finally settled under the auspices of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-current Commercial Rules of the American Arbitration Rules and will be aired in the Commonwealth of Puerto RicoAssociation. The arbitration will proceedings shall be governed conducted at a location, date and time determined by the United States Arbitration Actarbitrator(s). In the event of a conflict between the procedures set forth herein and the Commercial Rules, 9 U.S.C. §§ 1-16 to the exclusion procedures set forth in this Section shall take precedence. If monetary claims asserted in the arbitration are less than $100,000, the dispute shall be heard and decided by a single arbitrator, but if any monetary claim is in excess of any provision of state law inconsistent therewith or which would produce $100,000, the dispute shall be heard and decided by a different result. A panel of three neutral arbitrators. If a three-person panel of arbitrators will determine is employed, then all decisions by the Dispute panel shall be by a majority of the arbitrators. The arbitrator(s) shall allow the parties to obtain discovery as may reasonably be requested by a Party, including use of interrogatories, depositions, and render inspections of things or land. The arbitration shall be conducted over the course of consecutive business days and weeks. The hearing shall be recorded stenographically and a final award in accordance with transcript prepared if requested by ***Confidential Treatment Requested 19 either Party. The expense of such hearing shall be borne equally by the applicable substantive Parties. Not less than ten (10) calendar days prior to the hearing, the Parties shall submit briefs to the arbitrator(s) setting for each Party’s contentions concerning the facts and the law. If Within thirty (30) calendar days following the Dispute is between EVERTEC, on the one hand, and one or both close of the Popular Parties and their respective Subsidiarieshearing, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select submit post-hearing briefs to the third arbitrator (subject to such limitations, if any, mutually agreed by those partiesarbitrator(s). If Within thirty (30) calendar days after the Dispute is between timely submission of post-hearing briefs, the Popular Parties, than each arbitrator(s) shall enter a written award concisely setting forth the grounds for the decision. The arbitrator(s) shall decide the dispute by applying the law selected by the Parties in this Agreement. The decision of the Popular Parties arbitrator(s) shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator be final and the decision or binding and any award rendered thereon may be entered by the arbitrator. Any in any court having jurisdiction may enter judgment upon the award rendered by the arbitratorjurisdiction. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified Nothing in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of Section restricts either Party’s freedom to seek urgent relief to preserve a legal right or relating remedy, or to this Master Agreement; providedprotect a proprietary or trade secret right, however, that a party may request temporary or to otherwise seek emergency legal or equitable remedies in a court of law necessary to maintain preserve or restore the status quo or to protect goods or property until ante pending the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution outcome of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstancesarbitration.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, The Advisor and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one of the parties, related to this Master Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will ELAS shall attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such any dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, and one or both of the Popular Parties and their respective Subsidiaries, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master Agreement promptly by negotiation between executives who have authority to settle the dispute and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement; provided, however, . All reasonable requests for information by one party to the other will be honored and all negotiations shall be confidential and treated as compromise and settlement negotiations. If the dispute has not been resolved by negotiation within 20 days after either party notifies the other in writing that a dispute exists, the parties shall endeavor to settle the dispute by mediation under the then current CPR Model Mediation Procedure for Business Disputes. The parties have selected Xx. Xxxxx Eagle of Massachusetts Institute of Technology as the mediator in any such dispute and he has agreed to serve in that capacity. In the event that Xx. Xxxxx Eagle is unwilling or unable to serve, the parties have selected Xx. Xxxxx Xxxxxxxxx of The Xxxxxxx School as an alternative mediator and he has agreed to serve in that capacity. In the event that Xx. Xxxxx Linnemann is unwilling or unable to serve, the mediator shall be the most senior real property consultant at Xxxxx Xxxxxxx and Associates at that time. In the event that he/she is unwilling or unable to serve, the mediator shall be a person of similar stature selected by the CPR Institute for Dispute Resolution. If the dispute has not been resolved by such mediation within 30 days following the submission of such dispute to mediation, either party may request temporary remedies submit such dispute to binding arbitration under the Rules for Non-Administered Arbitration of Business Disputes of the CPR Institute for Dispute Resolution, and judgment on the award rendered by the arbitrators may be entered in a any court having jurisdiction thereof. In any such arbitration there shall be three arbitrators, each of law to maintain whom shall have experience in the status quo or to protect goods or property until real estate investment advisory industry, and the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreementshall take place in New York, unless to do so would be impossible or impracticable under the circumstancesNew York.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect All disputes between the Parties relating to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative arising out of one of the parties, related to this Master Agreement, and any dispute including but not limited to disputes, claims, defenses involving or claim related requiring the interpretation, validity, enforceability, alleged breach or performance of this Agreement, shall be subject to the relationship or duties contemplated hereunderfollowing dispute resolution procedure. […***…]. If the Parties cannot resolve their dispute through non-binding mediation, including then the validity of this clause (a “Dispute”) will be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute matter shall be referred to designated representatives finally settled under the auspices of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-current Commercial Rules of the American Arbitration Rules and will be aired in the Commonwealth of Puerto RicoAssociation. The arbitration will proceedings shall be governed conducted at a location, date and time determined by the United States Arbitration Actarbitrator(s). In the event of a conflict between the procedures set forth herein and the Commercial Rules, 9 U.S.C. §§ 1-16 to the exclusion procedures set forth in this Section shall take precedence. If monetary claims asserted in the arbitration are less than $100,000, the dispute shall be heard and decided by a single arbitrator, but if any monetary claim is in excess of any provision of state law inconsistent therewith or which would produce $100,000, the dispute shall be heard and decided by a different result. A panel of three neutral arbitrators. If a three-person panel of arbitrators will determine is employed, then all decisions by the Dispute panel shall be by a majority of the arbitrators. The arbitrator(s) shall allow the parties to obtain discovery as may reasonably be requested by a Party, including use of interrogatories, depositions, and render inspections of things or land. The arbitration shall be conducted over the course of consecutive business days and weeks. The hearing shall be recorded stenographically and a final award in accordance with transcript prepared if requested by either Party. The expense of such hearing shall be borne equally by the applicable substantive Parties. Not less than ten (10) calendar days prior to the hearing, the Parties shall submit briefs to the arbitrator(s) setting for each Party’s contentions concerning the facts and the law. If Within thirty (30) calendar days following the Dispute is between EVERTEC, on the one hand, and one or both close of the Popular Parties and their respective Subsidiarieshearing, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select submit post-hearing briefs to the third arbitrator (subject to such limitations, if any, mutually agreed by those partiesarbitrator(s). If Within thirty (30) calendar days after the Dispute is between timely submission of post-hearing briefs, the Popular Parties, than each arbitrator(s) shall enter a written award concisely setting forth the grounds for the decision. The arbitrator(s) shall decide the dispute by applying the law selected by the Parties in this Agreement. The decision of the Popular Parties arbitrator(s) shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator be final and the decision or binding and any award rendered thereon may be entered by the arbitrator. Any in any court having jurisdiction may enter judgment upon the award rendered by the arbitratorjurisdiction. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified Nothing in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of Section restricts either Party’s freedom to seek urgent relief to preserve a legal right or relating remedy, or to this Master Agreement; providedprotect a proprietary or trade secret right, however, that a party may request temporary or to otherwise seek emergency legal or equitable remedies in a court of law necessary to maintain preserve or restore the status quo or to protect goods or property until ante pending the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution outcome of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstancesarbitration.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among In the parties, event of any dispute, controversy or claim between EVERTECclaim, on the one handwhether based in contract, and the Popular Parties and their respective Subsidiariestort or otherwise, on the other, or against any Representative of one of the parties, related to this Master Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, and one or both of the Popular Parties and their respective Subsidiaries, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master O&M Agreement or the scope, breach, termination or validity of this O&M Agreement (a "Disputed Claim"), the Parties shall promptly seek to resolve any such Disputed Claim by negotiations between senior executives of the Parties who have authority to settle the Disputed Claim. When a Party believes there is a Disputed Claim under this O&M Agreement; provided, however, that Party will give the other Party written notice of the Disputed Claim. Within thirty (30) days after receipt of such notice, the receiving Party shall submit to the other a party may request temporary remedies in written response. Both the notice and response shall include (i) a court statement of law each Party's position and a summary of the evidence and arguments supporting its position, and (ii) the name, title, fax number, and telephone number of the executive who will represent that Party. In the event the Disputed Claim involves a claim arising out of the actions of any person or entity not a signatory to maintain this O&M Agreement, the status quo or receiving Party shall have such additional time as necessary, not to protect goods or property until exceed an additional thirty (30) days, to investigate the arbitration has initiated Disputed Claim before submitting a written response. The executives shall meet at a mutually acceptable time and place within fifteen (15) days after the selected arbitrator has had date of the opportunity response and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the request for temporary reliefDisputed Claim. Each party is required If one of the executives intends to continue to perform its obligations under this Master Agreement pending final resolution be accompanied at a meeting by an attorney, the other executive shall be given at least five (5) working days' notice of any Dispute arising out of or relating such intention and may also be accompanied by an attorney. All negotiations and communications pursuant to this Master Agreement, unless to do so would Article 10 shall be impossible or impracticable under treated and maintained by the circumstancesParties as confidential information and shall be treated as compromise and settlement negotiations for the purposes of the Federal and State Rules of Evidence .

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any Any dispute, controversy or claim between EVERTECinitiated by either Party arising out of, on the one hand, and the Popular Parties and their respective Subsidiaries, on the otherresulting from or relating to this Agreement, or against any Representative the performance by either Party of one of the parties, related to its obligations under this Master Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause Agreement (a “Dispute”) will ), shall be resolved in accordance with this Sectionreferred initially to the Senior Officers for resolution. Each party will give The Party alleging a Dispute shall provide written notice (a “Notice specifying the claimed particulars of Dispute”) such Dispute to the others of any Dispute claimed by it within thirty (30) days of learning Senior Officers of the cause of such a Disputeother Party. The Notice Party receiving such notice shall provide a written response within [***] of receipt. If the Senior Officers are unable to resolve the Dispute will include a reasonable description within [***] of the basis of original notice, then the Dispute, includingwhether before or after termination of this Agreement, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Clause 16.15 (Dispute Resolution; Arbitration). The number of arbitrators shall be three (3). The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. Each Party shall nominate one (1) arbitrator. The Parties shall request that the LCIA appoints the third arbitrator as the presiding arbitrator. When appointing arbitrators, the Parties and the LCIA will seek to appoint arbitrators whose availability enables compliance with the timetable set out in this Clause 16.15 (Dispute Resolution; Arbitration). Given the expedited nature of the parties hereto who arbitration, the arbitral tribunal shall negotiate have the authority to order limited production of documents relevant and material to the issues in good faith to resolve dispute, upon the showing by either party of a justifiable need for such dispute (the “Resolution Forum”document(s). If Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The Parties each agree that they shall take all possible steps to: (a) comply with the timetable set out in this Clause 16.15 (Dispute is not resolved Resolution; Arbitration); (b) assist the Tribunal in complying with the Resolution Forum, timetable set out in this Clause16.15 (Dispute Resolution; Arbitration); and (c) convene the Dispute final hearing as soon as possible. The final award shall be submitted to made by the consideration of a representative arbitral tribunal within [***] from the senior management appointment of EVERTEC who shall the presiding arbitrator, unless the arbitral tribunal concludes that the interest of justice requires that such limit be identified in extended by a written notice delivered to the Popular Parties from time to reasonable amount of time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will award shall be governed final and binding on the parties. Judgment upon the award may be entered by the United States Arbitration Act, 9 U.S.C. §§ 1-16 any court having jurisdiction thereof. Subject to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute right of the parties tribunal to order otherwise, the prevailing party shall be entitled to recover its reasonable costs, including administrative fees and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTECexpenses, on the one handarbitrators’ fees and expenses, and one or both fees and expenses of the Popular Parties and their respective Subsidiarieslegal representation, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern incurred in the arbitration proceedings. Notwithstanding the foregoing, the Parties agree that if the tribunal determines that the Licensee was in material breach of its diligence obligations under Clause 6.5 (Diligence) at the date on which a dispute was referred to arbitration but that the Licensee cured such breach before the tribunal hands down the final award, the tribunal will order the Licensee to pay BioMedica's reasonable costs, including all information submitted to the arbitrator administrative fees and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation expenses, arbitrators’ fees and expenses, and fees and expenses of a party to defendlegal representation, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified incurred in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master Agreement; provided, however, that a party may request temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstancesproceedings.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, The Advisor and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one of the parties, related to this Master Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will ELAS shall attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such any dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, and one or both of the Popular Parties and their respective Subsidiaries, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master Agreement promptly by negotiation between executives who have authority to settle the dispute and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement; provided, however, . All reasonable requests for information by one party to the other will be honored and all negotiations shall be confidential and treated as compromise and settlement negotiations. If the dispute has not been resolved by negotiation within 20 days after either party notifies the other in writing that a dispute exists, the parties shall endeavor to settle the dispute by mediation under the then current CPR Model Mediation Procedure for Business Disputes. The parties have selected Xx. Xxxxx Eagle of Massachusetts Institute of Technology as the mediator in any such dispute and he has agreed to serve in that capacity. In the event that Xx. Xxxxx Eagle is unwilling or unable to serve, the parties have selected Xx. Xxxxx Xxxxxxxxx of the Xxxxxxx School as an alternative mediator and he has agreed to serve in that capacity. In the event that Xx. Xxxxx Linnemann is unwilling or unable to serve, the mediator shall be the most senior real property consultant at Xxxxx Xxxxxxx and Associates at that time. In the event he/she is unwilling or unable to serve, the mediator shall be a person of similar stature selected by the CPR Institute for Dispute Resolution. If the dispute has not been resolved by such mediation within 30 days following the submission of such dispute to mediation, either party may request temporary remedies submit such dispute to binding arbitration under the Rules for Non-Administered Arbitration of Business Disputes of the CPR Institute for Dispute Resolution, and judgment on the award rendered by the arbitrators may be entered in a any court having jurisdiction thereof. In any such arbitration there shall be three arbitrators, each of law to maintain whom shall have experience in the status quo or to protect goods or property until real estate investment advisory industry, and the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreementshall take place in New York, unless to do so would be impossible or impracticable under the circumstancesNew York.

Dispute Resolution; Arbitration. Each party must use commercially reasonable efforts to ensure that where a dispute in connection with this Agreement and the transactions contemplated hereby is reasonably foreseeable, it is dealt with at a sufficiently early stage to ensure that there is a minimum effect on the ability of the parties to perform their obligations under this Agreement. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below)dispute concerning the application of this Section 4.1, or except as may otherwise be agreed to the Company and EDS must deal with any dispute in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, connection with this Agreement and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one of the parties, related to this Master Agreement, and any dispute or claim related to the relationship or duties transactions contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved hereby in accordance with this SectionSection 4.1. Each Neither EDS nor the Company may commence or maintain any action or proceeding in any court, tribunal or otherwise regarding a dispute to which this Section 4.1 applies without first giving the other party will give written a notice of the dispute (a “"Dispute Notice") and complying with the provisions of this Section 4.1. When a party considers that a dispute to which this Section 4.1 applies has arisen, it may give a Dispute Notice of Dispute”) to the others other party to the dispute, which must be in writing and must set out reasonable particulars of the matter in dispute. Following receipt of a Dispute Notice, the Company and EDS shall appoint representatives, who shall meet as often as necessary to: (1) gather, and (without losing, waiving or being deemed to have lost or waived legal privilege) furnish to the other, all information with respect to the dispute which is appropriate in connection with its resolution; and (2) discuss the dispute and negotiate in good faith in an effort to resolve the dispute without the necessity of resorting to any formal proceeding. If the Company and EDS should reach an agreement, then a memorandum setting forth such agreement shall be prepared and signed by such parties, which shall be binding and conclusive upon such parties and on any transferee of any Dispute claimed by it within of the Shares. If no such agreement can be reached after good faith negotiation in the thirty (30) days of learning following delivery of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of Notice, then either the basis of the DisputeCompany or EDS may, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties from time to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon by written notice to the other. Such , demand arbitration of the matter in accordance with this Section 4.1; provided that if the amount of the damage or loss is at issue in pending litigation with a third party, then (unless the parties otherwise agree) the amount of such damage or loss shall not be subject to an arbitration proceeding will until such amount is ascertained. Any such arbitration shall be administered conducted by three (3) arbitrators and held in Plano, Texas if initiated by the Company and in Pittsburgh, Pennsylvania if initiated by EDS, under the commercial rules then in effect of the American Arbitration Association in accordance with Association. Within fifteen (15) days after such written notice is sent, the then-current Commercial Arbitration Rules Company and EDS shall each select one (1) arbitrator, and the two (2) arbitrators so selected shall select a third arbitrator. 3 The cost of any arbitration (including the fees and expenses of the arbitrators) will be aired in shared equally by the Commonwealth parties, and each party will bear the fees and expenses of Puerto Ricopreparing and presenting its position. The arbitration will arbitrators shall be governed provided access by each party hereto to all records and information as may be reasonably required by the arbitrators to make a determination as to such claim. This Section 4.1 and the arbitrators' authority to grant relief shall be subject to the United States Arbitration Act, Act at 9 U.S.C. §§ U.S. C. 1-16 to et seq. (the exclusion "USAA"), the provisions of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one handthis Agreement, and one or both the ABA-AAA Code of the Popular Parties and their respective Subsidiaries, on the other hand, each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be the sole and exclusive procedures Ethics for the resolution of Disputes among the parties arising out of or relating to this Master Agreement; provided, however, that a party may request temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstances.Arbitrators in

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on the one hand, EVERTEC and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one of the parties, BPPR related to this Master Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved in accordance with this SectionSection 10.10 10.10. Each party will give written notice (a “Notice of Dispute”) to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (i) the specific charge or charges being disputed, (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification of the charge or charges, and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20) days after the receipt of a Notice of Dispute shall be referred to designated representatives of the parties hereto who shall negotiate in good faith to resolve such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted to the consideration of a representative from the senior management of EVERTEC who shall be identified in a written notice delivered to the Popular Parties BPPR from time to time, and the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer of BPPR and the Chief Operating Officer or the Chief Financial Officer of PopularBPPR. Any Disputes that may remain unresolved for more than ninety (90) days following the receipt of a Notice of Dispute may be referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will be administered by the American Arbitration Association in accordance with the then-then current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitrators will determine the Dispute of the parties and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, and one or both of the Popular Parties and their respective Subsidiaries, on the other hand, each Each of EVERTEC and the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). If the Dispute is between the Popular Parties, than each of the Popular Parties BPPR shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, such two arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern the arbitration proceedings, including all information submitted to the arbitrator and the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitrator. The terms hereof will not limit any obligation of a party to defend, indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section Section 10.10 10.10 will be the sole and exclusive procedures for the resolution of Disputes among the parties arising out of or relating to this Master Agreement; provided, however, that a party may request temporary remedies in a court of law to maintain the status quo or to protect goods or property until the arbitration has initiated and the selected arbitrator has had the opportunity to resolve the request for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstances.