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 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 (a) The parties shall use their best efforts to avoid the occurrence of any claim or dispute hereunder. In the event any claim, dispute or other matter in writing with respect question arises relating to EVERTEC’s failure this Agreement, the parties shall promptly refer the same to the general manager of PQPC and the general manager of EPOS, each of whom shall use reasonable efforts to achieve or maintain a Service Level (as such term is defined below)resolution thereof. Any claim, 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 other matter in question unresolved thirty (a “Dispute”30) will days after such referral may be resolved in accordance with this Section. Each party will give written notice subsection (a “Notice of Dispute”b) to the others of any Dispute claimed by it within thirty below. (30b) days of learning of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the DisputeAny claim, including, without limitation, (i) the specific charge dispute 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 controversy arising out of or relating to this Master Agreement and not resolved in accordance with the provisions of Section 20.1(a) shall be submitted to binding arbitration by the American Arbitration Association ("AAA") for arbitration in New York, NY in accordance with the AAA Rules for Arbitration then in effect. There shall be three arbitrators, with each party selecting one; the third arbitrator, who shall be the chairman of the panel, shall be selected by the two party‑appointed arbitrators. The claimant shall name its arbitrator in the demand for arbitration and the responding party shall name its arbitrator within thirty (30) days after receipt of the demand for arbitration. The third arbitrator shall be named within thirty 30 days after the appointment of the second arbitrator. The AAA shall be empowered to appoint any arbitrator not named in accordance with the procedure herein. The arbitrators shall have no jurisdiction to consider claims for consequential damages or damages beyond the limitations of liability contained in this Agreement; provided, however, that a party may request temporary remedies in a court . The decision of law the arbitrators shall be final and binding upon the parties without the right of appeal to maintain the status quo or to protect goods or property until courts. The award rendered by the arbitration has initiated shall be final and judgment thereon may be entered by any court having jurisdiction thereof. The costs and expenses of the selected arbitrator has had arbitration (including reasonable attorney's fees) will be borne by 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 Agreementlosing party, unless to do so the arbitrators determine that it would be impossible manifestly unfair to honor this agreement of the parties and determine a different allocation of costs. The arbitrators shall have no authority to award punitive damages under any circumstances (whether it be exemplary damages, treble damages, or impracticable any other penalty or punitive type of damages) regardless of whether such damages may be available under applicable law, the circumstancesparties hereby waiving their right, if any, to recover punitive damages in connection with any such claims, disputes or disagreements.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect 21.1 If a dispute arises out of or relating to EVERTEC’s failure this Agreement, or the transactions contemplated hereby, or the construction, interpretation, performance, breach, termination, enforceability or validity thereof, whether such claim is based on rights, privileges or interests recognized by or based upon contract, tort, fraud, misrepresentation, statute, common law or any other legal or equitable theory, and whether such claim existed prior to achieve or maintain arises on or after the date hereof (a Service Level (as such term is defined below"Dispute"), or except as may otherwise be agreed to the dispute resolution processes set forth in writing among this Article 21 shall govern the parties, any resolution of such 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 (. 21.2 If a “Dispute”) will Dispute cannot be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) by the executives having primary managerial responsibility for the matter to which 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 applicablepertains, 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 Parties shall attempt in good faith to resolve such Dispute promptly by negotiation between executives who have authority to settle the Dispute and who are at the level of the executives who have negotiated this Agreement ("Senior Party Representatives"). 21.3 A Party may provide any other Party notice (a "Dispute Notice") of any Dispute that has not been resolved in the normal course of business. Within ten business days after delivery of the Dispute Notice, the receiving Party shall submit to each other Party a response (the "Response"). The Dispute Notice and the Response shall each include (a) a statement setting forth the position of the Party providing such notice and a summary of arguments supporting such position, and (b) the name and title of such Party's Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the Parties will attempt to settle the Dispute. Any Dispute that remains unresolved for more than twenty (20) Within 30 business days after delivery of the receipt Dispute Notice, the Senior Party Representatives of the Parties shall meet at a Notice mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. All reasonable requests for information made by one Party to another will be honored. 21.4 If the Dispute has not been resolved within 50 business days after delivery of the Dispute Notice, or if the Parties fail to meet within 30 business days after delivery of the Dispute Notice, any Party may initiate arbitration of the Dispute as provided below. If no Party initiates arbitration within 60 business days after delivery of the Dispute Notice, then the Parties shall automatically be released from any and all liability for the Dispute. 21.5 All negotiations pursuant to this section shall be referred treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. The Parties agree that all communications and negotiations between the Parties during the dispute resolution process, any settlements agreed upon during the dispute resolution process and any information regarding the other Party obtained during the dispute resolution process (that are not already public knowledge) are confidential and may be disclosed only to designated representatives employees and agents of the parties hereto Parties who shall negotiate have a "need to know" the information and who shall have been made aware of the confidentiality obligations set forth in good faith this Article 21, unless the Party is required by law to resolve disclose such dispute (information. 21.6 If the “Resolution Forum”). If a Dispute is not resolved as provided in the Resolution ForumSections 21.2 through 21.4 above, the then any Party may initiate arbitration proceedings by providing each other Party notice of such initiation of arbitration. The Dispute shall then 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 settled by 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 thenCPR Non-current Commercial Administered Arbitration Rules in effect on the date hereof, by a panel of three arbitrators. Each Party shall select one of the three arbitrators and will be aired in the Commonwealth of Puerto Ricotwo arbitrators so chosen shall select the third arbitrator. The arbitration will arbitrators shall be governed by the United States Arbitration Act, 9 U.S.C. §§ Sections 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 hand16, 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 arbitratorarbitrators may be entered by any court having jurisdiction thereof. The terms hereof will place of arbitration shall be chosen by the three arbitrators. The arbitrators shall not limit order pre-hearing discovery of documents or the taking of depositions, although the arbitrators may compel the attendance of witnesses and the production of documents at the hearing to the extent permitted by the CPR Non-Administered Arbitration Rules. 21.7 If a Party does not provide a Dispute Notice within one year following the time the Party first knows of the existence of the acts or omissions that give rise to the Dispute, the Party shall be forever estopped from asserting the Dispute against any obligation other Party. 21.8 The reasonable out-of-pocket costs (including reasonable attorneys' fees and expenses) of a party the prevailing Party and the fees of the arbitrators in any arbitration proceeding pursuant to defendthis Article 21 shall be paid by the other Party. The arbitrators shall determine which Party is the prevailing Party for purposes of this paragraph, indemnify or hold harmless another party against court proceedings and shall include such determination in their award. If the arbitrators determine that neither Party is the prevailing Party for purposes of this paragraph, then each Party shall bear its own costs and expenses, including attorneys' fees and expenses, and the Parties shall share equally the fees of the arbitrators. 21.9 Notwithstanding the foregoing, nothing in this Agreement shall preclude the Parties from seeking injunctive 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 equitable relief from a court with regard to any breach of law to maintain the status quo this Agreement. OVERVIEW OF THE ANNEX STRUCTURE COMMON ANNEXES: C.1 Agreement Management Principles ANNEX C.2 Services ANNEX C.3 Billing and Accounting ANNEX C. 3.1 Information on Billing Data ANNEX C. 3.2 Settlement Procedure ANNEX C.4 Customer Care Principles ANNEX C.5 Technical Aspects ANNEX C. 5.1 Testing ANNEX C. 5.2 Security ANNEX C.5.3 Information on Signalling Interconnection and / 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 AgreementIP Connectivity ANNEX C.6 Data Privacy, unless to do so would be impossible or impracticable under the circumstances.General Principles ANNEX C.7 Fraud Prevention Procedures ANNEX C.8 Additional annexes (optional)

Dispute Resolution; Arbitration. Except as otherwise provided (a) Matters in writing with respect dispute under or relating to EVERTEC’s failure this Agreement shall, unless settled pursuant to achieve or maintain a Service Level (as such term is defined belowSection 7.12(b), or except as may otherwise be agreed finally resolved by mandatory binding arbitration. The parties to in writing among any dispute resolved pursuant to this Section 7.12 shall be (i) the parties, any dispute, controversy or claim between EVERTECPurchaser, on the one hand, and (ii) the Popular Parties and their respective Subsidiaries, Sellers on the other. (b) The parties wish to encourage an informal mechanism for resolving disputes. If the parties are unable to agree upon a resolution of a dispute within 15 days of such dispute arising, or against any Representative either party to such dispute may notify the other party of one of the parties, related an intention to this Master Agreement, and any dispute or claim related to the relationship or duties contemplated hereunder, including the validity of this clause further discuss such disputed matter. Within fifteen (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 (3015) days of learning of the cause of receiving 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 applicablenotification, the supporting documentation that is reasonably required for verification of parties to such dispute shall each appoint a representative knowledgeable on the charge or charges, and (iii) any amounts being withheldtopic at issue. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt in good faith to resolve If 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 are unable to resolve the matter within forty five (45) days of their appointment, then such of the parties to the dispute (as are corporations shall each appoint a senior officer and the “Resolution Forum”)other parties, being natural persons, shall each appoint a representative knowledgeable on the topic of the dispute. 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 officers 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 representatives appointed by the other handparties are unable to resolve the matter at issue within a further forty five (45) day period following their appointment, 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 then either party to the arbitrator and dispute may refer the decision or award entered by the arbitrator. Any court having jurisdiction may enter judgment upon the award rendered by the arbitratormatter at issue to binding arbitration as provided elsewhere in this Section 7.12. The terms hereof will not limit Purchaser or the Sellers’ Representative may at any obligation of a party time terminate the above informal mechanism and refer the matter to defend, indemnify arbitration. (c) Any unresolved controversy 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 claim arising out of or relating to this Master Agreement; providedAgreement (or the facts and circumstances relating hereto) shall be submitted to binding arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the International Chamber of Commerce (“ICC”), then by one arbitrator having reasonable experience in the software industry and in mergers and acquisitions transactions and who is chosen by the ICC (the “Arbitrator”). The arbitration shall be conducted in English (however, witnesses may also be deposed in the German language with subsequent translation into English) and in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC Rules) then in effect and shall have its seat in Zurich, Switzerland, unless the parties mutually agree upon an alternate location. Any award rendered by the arbitrator shall be binding on each party hereto and shall be subject to and enforceable under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York convention) as a judgment of any court of the state, providence or country of the parties having competent jurisdiction thereof and may be entered in any court having jurisdiction thereof. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (d) The law governing this arbitration agreement shall be Swiss law. (e) The Arbitrator shall proceed immediately to hear and determine the issue(s) in dispute. (f) Unless otherwise agreed by the parties, the costs of the arbitration shall be awarded to the prevailing or most prevailing party as determined by the sole arbitrator. Each party agrees that it will bear its own costs (legal fees and expenses) in respect of any disputes arising under this Agreement. (g) Nothing herein contained shall be construed as limiting in any way the right of a party may request temporary remedies in hereto from seeking an injunction and any relief ancillary thereto from 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 circumstancescompetent jurisdiction.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s A. In the event of any dispute arising under this Agreement, including any allegation of breach and any failure to achieve or maintain a Service Level (as such term is defined below)reach mutual agreement hereunder, or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on parties shall refer the one hand, matter for consideration and solution by the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one responsible executives of the parties, related to this Master Agreement, and any dispute or claim related . Either party may commence such proceedings by delivering to the relationship or duties contemplated hereunder, including other party a written request for such a meeting. Such request shall describe the validity dispute and identify the requesting party’s responsible executive for purposes of this clause resolving the dispute. The party receiving such a request shall have seven (a “Dispute”7) will be resolved calendar days to designate its responsible executive for the dispute in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) writing to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Disputerequesting party. The Notice of Dispute will include a responsible executives shall meet within fifteen (15) calendar days, at such time and place as may be mutually agreed to by the parties. The responsible executives shall use commercially 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 efforts to resolve the Dispute. Any Dispute that remains unresolved for more than twenty dispute within fourteen (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 (9014) 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 Acttheir meeting. B. All controversies, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith disputes 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 claims arising out of or relating to this Master Agreement; provided, however, that a party may request temporary remedies Agreement or breach thereof which has not be amicably settled by the parties shall be finally settled by arbitration held under the rules of the International Chamber of Commerce (hereafter referred to as the Rules). The place of arbitration shall be Washington D.C. The arbitration shall be conducted 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 reliefEnglish language by three arbitrators. Each party shall be entitled to designate one arbitrator. The claimant shall nominate its arbitrator in its Request for Arbitration and the respondent shall nominate its arbitrator within twenty (20) days of receipt of the Request for Arbitration. The third arbitrator shall be designated in accordance with the Rules. In the event that either party fails to appoint an arbitrator, the rules in relation to appointment of arbitrators shall apply. C. The arbitration award shall be final and binding on the parties and shall be enforced in accordance with its terms. In the course of such arbitration, this Agreement shall be continuously performed except with respect to the part hereof which is required the subject of, or which is directly and substantially affected by, the arbitration. In any such arbitration proceeding, any legal proceeding to continue enforce any arbitration award and any other legal action between the parties pursuant to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master AgreementAgreement or the transactions contemplated hereby, unless both parties expressly waive the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state. D. Any monetary award shall be made payable in immediately available funds, in U.S. Dollars through a bank account selected by the recipient of such award, free of any withholding tax or other deduction, with interest thereon from the date the award is granted to do so would the date it is paid in full at the prime rate of interest as reported from time to time in the U.S edition of the Wall Street Journal. The prevailing party to any arbitration conducted under this Agreement shall be impossible entitled to recover from the other party, as part of the arbitral award or impracticable under the circumstancesorder, its reasonable attorneys’ fee and other costs of arbitration.

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 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 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 to EVERTEC’s A. In the event of any dispute arising under this Agreement, including any allegation of breach and any failure to achieve or maintain a Service Level (as such term is defined below)reach mutual agreement hereunder, or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTEC, on parties shall refer the one hand, matter for consideration and solution by the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one responsible executives of the parties, related to this Master Agreement, and any dispute or claim related . Either party may commence such proceedings by delivering to the relationship or duties contemplated hereunder, including other party a written request for such a meeting. Such request shall describe the validity dispute and identify the requesting party’s responsible executive for purposes of this clause resolving the dispute. The party receiving such a request shall have seven (a “Dispute”7) will be resolved calendar days to designate its responsible executive for the dispute in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) writing to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Disputerequesting party. The Notice of Dispute will include a responsible executives shall meet within fifteen (15) calendar days, at such time and place as may be mutually agreed to by the parties. The responsible executives shall use commercially 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 efforts to resolve the Dispute. Any Dispute that remains unresolved for more than twenty dispute within fourteen (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 (9014) 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 Acttheir meeting. B. All controversies, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith disputes 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 claims arising out of or relating to this Master Agreement; provided, however, that a party may request temporary remedies Agreement or breach thereof which has not be amicably settled by the parties shall be finally settled by arbitration held under the rules of the International Chamber of Commerce (hereafter referred to as the Rules). The place or arbitration shall be Washington D.C. The arbitration shall be conducted 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 reliefEnglish language by three arbitrators. Each party shall be entitled to designate one arbitrator. The claimant shall nominate its arbitrator in its Request for Arbitration and the respondent shall nominate its arbitrator within twenty (20) days of receipt of the Request for Arbitration. The third arbitrator shall be designated in accordance with the Rules. In the event that either party fails to appoint an arbitrator, the rules in relation to appointment of arbitrators shall apply. C. The arbitration award shall be final and binding on the parties and shall be enforced in accordance with its terms. In the course of such arbitration, this Agreement shall be continuously performed except with respect to the part hereof which is required the subject of, or which is directly and substantially affected by, the arbitration. In any such arbitration proceeding, any legal proceeding to continue enforce any arbitration award and any other legal action between the parties pursuant to perform its obligations under this Master Agreement pending final resolution of any Dispute arising out of or relating to this Master AgreementAgreement or the transactions contemplated hereby, unless both parties expressly waive the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state. D. Any monetary award shall be made payable in immediately available funds, in U.S. Dollars through a bank account selected by the recipient of such an award, free of any withholding tax or other deduction, with interest thereon from the date the award is granted to do so would the date it is paid in full at the prime rate of interest as reported from time to time in the U.S. edition of the Wall Street Journal. The prevailing party to any arbitration conducted under this Agreement shall be impossible entitled to recover from the other party, as part of the arbitral award or impracticable under the circumstancesorder, its reasonable attorneys’ fee and other costs of arbitration.

Dispute Resolution; Arbitration. Except as otherwise provided (a) The parties hereto will act in writing with respect good faith and use commercially reasonable efforts to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below)promptly resolve any claim, 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 disagreement arising out of or relating to or in connection with this Master AgreementAgreement or the breach, termination or validity hereof (each a “Dispute”) between the parties or any of their respective Subsidiaries or affiliates under or related to this Agreement or any of the transactions contemplated hereby. (b) Upon the written request (a “Request”) of any party, the relevant parties shall commence good faith negotiations with the goal of resolving the Dispute on a mutually satisfactory basis. If the Dispute has not been resolved to the satisfaction of all relevant parties within fifteen (15) calendar days after the date on which the Request is delivered, the Dispute shall immediately be referred to senior officers of each relevant party. The senior officers of each party (e.g., chief executive officer and/or chief financial officer or senior or executive vice president) shall meet immediately, and in no case later than 30 calendar days after the date on which the Request is delivered, for a minimum of two business days with a mutually selected mediator and attempt in good faith to negotiate a resolution of the Dispute. If the parties are unable to resolve the Dispute within 35 calendar days after the date on which the Request is delivered, then any relevant party may submit the Dispute to arbitration as the exclusive means of resolving it in accordance with the procedures set forth in this Section. (c) Except as otherwise specified in this Section, any Dispute not resolved through the procedure set forth above shall be finally settled by arbitration in accordance with the Rules and Procedures of the American Arbitration Association (the “Arbitration Rules”), which are deemed to be incorporated by reference herein except as otherwise modified herein. (d) The arbitration situs shall be Wilmington, Delaware, and the laws of the State of Delaware shall be applied. (e) In the event of an arbitration involving two parties, there shall be one arbitrator who shall be jointly nominated by such parties. In the event of an arbitration involving more than two parties, there shall be three arbitrators who shall be jointly nominated by the parties. If the parties fail to so nominate the arbitrators within 30 days from the date when the Dispute is submitted to arbitration pursuant to this Section, at the request of any party, the arbitrator(s) shall be appointed in accordance with the Arbitration Rules. (f) The arbitration hearing shall commence no later than 30 days following the appointment of the sole arbitrator or after the appointment of the last of the three arbitrators, as the case may be, and the final award shall be rendered no later than 30 calendar days following the close of the hearing. (g) Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, provide the other with copies of documents relevant to the issue raised by any claim or counterclaim. Other discovery may be ordered by the panel to the extent the panel deems additional discovery relevant and appropriate, and any dispute regarding discovery, relevance or scope thereof, shall be determined by the panel, which determination shall be conclusive. (h) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, injunctive or other equitable relief or an order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a national court, the arbitral tribunal shall have full authority to grant provisional remedies and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect. (i) The award shall be final and binding upon the parties, and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal in connection with the Dispute. Judgment upon any award may be entered in any court having competent jurisdiction thereof. (j) The costs of the arbitration shall be borne as determined in accordance with the Arbitration Rules; provided, however, that to the extent a party may request temporary remedies is non-prevailing or unsuccessful on a claim in a court of law to maintain an arbitration proceeding under this Section, as determined by the status quo arbitrator(s), that party shall pay the prevailing or to protect goods or property until successful party’s costs and expenses incurred in connection with the arbitration has initiated of that Dispute, including attorneys’ fees and arbitration expenses, whether or not such Dispute is prosecuted to award or judgment. (k) Subject to the receipt of any applicable governmental approval, any monetary award shall be made and promptly payable in U.S. dollars if due in U.S. dollars, free of any deduction or offset, and the selected arbitrator has had arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. The arbitral tribunal shall have the opportunity authority to resolve award any remedy or relief proposed by the request for temporary relief. Each party is required claimants or respondents pursuant to continue to perform its obligations this Agreement, including without limitation, a declaratory judgment, specific performance of any obligation created under this Master Agreement pending final resolution or the issuance of any Dispute arising out of or relating an injunction. The parties to this Master Agreement, unless Agreement have caused this Agreement to do so would be impossible or impracticable under executed and delivered as of the circumstances.date first above written. a Delaware corporation By: \s\ Xxxxxxxx X. Xxxxx XX Name: Xxxxxxxx X. Xxxxx XX Title: President a Delaware corporation By: \s\ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Executive Officer a Delaware limited liability company By: \s\ Xxxxxxxx X. Xxxxx XX Name: Xxxxxxxx X. Xxxxx XX Title: President For purposes of the Agreement (including this Exhibit A):

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 (a) The Parties shall seek 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 informally resolve any dispute or claim related arising under this Agreement. An aggrieved Party shall prepare and deliver to the relationship other Party or duties contemplated hereunder, including the validity Parties a written notice of this clause a disagreement (a “DisputeDispute Notice”) will be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) to reasonably detailing the others of any Dispute claimed by it within thirty (30) days of learning nature and amount, if any, of the cause of such a Dispute. The Notice of Dispute will include a reasonable description of grievance. (b) During 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 Business Day period following delivery of a Notice of Dispute shall be referred to designated representatives of Notice, the parties hereto who shall negotiate Parties in good faith shall seek to resolve in writing any differences that they may have with respect to the matters specified therein. During such dispute (ten Business Day period, the “Resolution Forum”)Parties shall use their commercially reasonable best efforts to provide each other with documents, records, information, witnesses and access to personnel relating to the Dispute Notice. If a Dispute is not Any disputed items resolved in writing between and among the Resolution Forum, the Dispute Parties within such twenty (20) Business Day period shall be submitted final and binding with respect to the consideration such items for all purposes hereunder. All fees and expenses incurred by a Party in connection with any dispute resolution pursuant to Section 6.02(a), including without limitation, preparation or review of a representative from the senior management any Dispute Notice and presentation of EVERTEC who issues, 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 borne by such Party. (90c) 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 andpromptly submit any dispute, unless those parties agree on a third neutral arbitratorclaim, 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 controversy arising out of or relating to this Master Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), which cannot be informally resolved under Section 6.02(a), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise). (d) If the Parties cannot agree upon the Arbitrator within ten (10) Business Days of the commencement of the efforts to so agree on an Arbitrator, each of the Parties shall select one arbitrator and the two arbitrators so selected shall select the sole Arbitrator who shall resolve the dispute, claim or controversy. (e) The Arbitrator shall be a retired judge or attorney with no less than ten (10) years of experience in resolving disputes pertaining to corporate acquisitions. The Arbitrator shall issue a written decision not exceeding ten (10) pages, setting forth findings of fact and conclusions of law, within sixty (60) days after the Arbitrator’s selection. The Arbitrator shall have no authority to award punitive or other exemplary damages. (f) The arbitration shall be held in Broward County, Florida in accordance with and under the then-current provisions of the rules of commercial arbitration the American Arbitration Association, except as otherwise provided herein. If applicable, as determined by the Arbitrator, the Parties prefer and request use and reliance upon the Expedited Procedures of the Commercial Arbitration Rules. (g) On application to the Arbitrator, any Party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that a party the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section 6.02(e). (h) The Arbitrator may, at his discretion and at the expense of the Party who will bear the cost of the arbitration, employ experts to assist him in his determinations. (i) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief, as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful Party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the Parties and not subject to appeal. (j) Any judgment upon any award rendered by the Arbitrator may request temporary remedies be entered in a and enforced by any court of law competent jurisdiction. The Parties expressly consent to maintain the status quo non-exclusive jurisdiction of the courts (Federal and state) in Broward County, Florida to enforce any award of the Arbitrator or to protect goods render any provisional, temporary, or property until injunctive relief in connection with or in aid of the Arbitration. The Parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration has initiated and hereunder. None of the selected arbitrator has had Parties hereto shall challenge any arbitration hereunder on the opportunity grounds that any party necessary to resolve such arbitration (including the request Parties) shall have been absent from such arbitration for temporary relief. Each party is required to continue to perform its obligations under this Master Agreement pending final resolution any reason, including that such Party shall have been the subject of any Dispute arising out of bankruptcy, reorganization, or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstancesinsolvency proceeding.

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.

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 Section 4.1. 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. Each 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 (a) The parties hereto will act in writing with respect good faith and use commercially reasonable efforts to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below)promptly resolve any claim, 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 disagreement arising out of or relating to or in connection with this Master AgreementAgreement or the breach, termination or validity hereof (each a “Dispute”) between the parties or any of their respective subsidiaries or affiliates under or related to this Agreement or any of the transactions contemplated hereby. (b) Upon the written request (a “Request”) of any party, the relevant parties shall commence good faith negotiations with the goal of resolving the Dispute on a mutually satisfactory basis. If the Dispute has not been resolved to the satisfaction of all relevant parties within fifteen (15) calendar days after the date on which the Request is delivered, the Dispute shall immediately be referred to senior officers of each relevant party. The senior officers of each party (e.g., chief executive officer and/or chief financial officer or senior or executive vice president) shall meet immediately, and in no case later than 30 calendar days after the date on which the Request is delivered, for a minimum of two business days with a mutually selected mediator and attempt in good faith to negotiate a resolution of the Dispute. If the parties are unable to resolve the Dispute within 35 calendar days after the date on which the Request is delivered, then any relevant party may submit the Dispute to arbitration as the exclusive means of resolving it in accordance with the procedures set forth in this Section. (c) Except as otherwise specified in this Section, any Dispute not resolved through the procedure set forth above shall be finally settled by arbitration in accordance with the Rules and Procedures of the American Arbitration Association (the “Arbitration Rules”), which are deemed to be incorporated by reference herein except as otherwise modified herein. (d) The arbitration situs shall be Wilmington, Delaware, and the laws of the State of Delaware shall be applied. (e) In the event of an arbitration involving two parties, there shall be one arbitrator who shall be jointly nominated by such parties. In the event of an arbitration involving more than two parties, there shall be three arbitrators who shall be jointly nominated by the parties. If the parties fail to so nominate the arbitrators within 30 days from the date when the Dispute is submitted to arbitration pursuant to this Section, at the request of any party, the arbitrator(s) shall be appointed in accordance with the Arbitration Rules. (f) The arbitration hearing shall commence no later than 30 days following the appointment of the sole arbitrator or after the appointment of the last of the three arbitrators, as the case may be, and the final award shall be rendered no later than 30 calendar days following the close of the hearing. (g) Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, provide the other with copies of documents relevant to the issue raised by any claim or counterclaim. Other discovery may be ordered by the panel to the extent the panel deems additional discovery relevant and appropriate, and any dispute regarding discovery, relevance or scope thereof, shall be determined by the panel, which determination shall be conclusive. (h) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, injunctive or other equitable relief or an order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a national court, the arbitral tribunal shall have full authority to grant provisional remedies and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect. (i) The award shall be final and binding upon the parties, and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal in connection with the Dispute. Judgment upon any award may be entered in any court having competent jurisdiction thereof. (j) The costs of the arbitration shall be borne as determined in accordance with the Arbitration Rules; provided, however, that to the extent a party may request temporary remedies is non-prevailing or unsuccessful on a claim in a court of law to maintain an arbitration proceeding under this Section, as determined by the status quo arbitrator(s), that party shall pay the prevailing or to protect goods or property until successful party’s costs and expenses incurred in connection with the arbitration has initiated of that Dispute, including attorneys’ fees and arbitration expenses, whether or not such Dispute is prosecuted to award or judgment. (k) Subject to the receipt of any applicable governmental approval, any monetary award shall be made and promptly payable in U.S. dollars if due in U.S. dollars, free of any deduction or offset, and the selected arbitrator has had arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. The arbitral tribunal shall have the opportunity authority to resolve award any remedy or relief proposed by the request for temporary relief. Each party is required claimants or respondents pursuant to continue to perform its obligations this Agreement, including without limitation, a declaratory judgment, specific performance of any obligation created under this Master Agreement pending final resolution or the issuance of any Dispute arising out of or relating an injunction. The parties to this Master Agreement, unless Agreement have caused this Agreement to do so would be impossible or impracticable under executed and delivered as of the circumstances.date first above written. a Delaware corporation By: \s\ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Chief Executive Officer a Delaware limited liability company By: \s\ Sxxxx Xxxxxxx Name: Sxxxx Xxxxxxx Title: Director of Operations For purposes of the Agreement (including this Exhibit A):

Dispute Resolution; Arbitration. i. Except as otherwise provided in writing with respect to EVERTEC’s failure claims for injunctive relief with respect to achieve claims described in Section 15(d) below or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed to in writing among claims for which the parties, any dispute, controversy or claim between EVERTEC, on statute of limitations will run within 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 upcoming ninety (90) days following day period, in the receipt event 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 dispute 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 and before a party may initiates arbitration or other legal action in accordance with the terms of this Agreement, the parties agree to participate in the informal dispute resolution process as set forth in this Section 15(c)(i). If a party has a dispute with the other party that arises out of or relates to this Agreement and desires to initiates arbitration or other legal action, then such party shall provide notice to the other party of such dispute, its invocation of the provisions of this Section 15(c)(i) and its request temporary remedies to have an executive-level representative of each party meet in a court person in Austin, Texas (or such other mutually agreed upon place) to discuss such dispute within twenty (20) days following the date 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 reliefsuch notice. Each party is required shall cause a designated executive-level representative to continue participate in such meeting and engage in good faith discussions regarding the dispute and a resolution thereof. If the parties do not resolve the disputed matter to perform its obligations their mutual satisfaction following earlier of (x) the 10th day following the date on which the executive-level meeting occurred or (y) within thirty (30) days following the date of delivery of the notice initiating the dispute resolution process under this Master Agreement pending final resolution Section 15(c)(i), then either party may pursue arbitration or other legal action with respect to such dispute pursuant to the provisions of Section 15(c)(ii) below. ii. Subject to the provisions of Section 15(c)(i) above and Section 15(d) below, the parties agree that any Dispute dispute between the parties arising out of or relating to this Master AgreementAgreement shall be resolved by binding arbitration administered by the American Arbitration Association in Travis County, unless Texas in accordance with its commercial arbitration rules then in effect, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be an attorney licensed in Texas with experience in legal issues related to do so would commercial software-as-a-service. The award shall be impossible made within nine months of the filing of the notice of intention to arbitrate (demand), and the arbitrator shall agree to comply with this schedule before accepting appointment. This time limit may be extended by the arbitrator for good cause shown, or impracticable by mutual agreement of the parties. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the circumstancesdirection to pay a monetary amount. The arbitrator shall have the authority to allocate the costs of the arbitration process among the parties, including attorneys’ fees. Except as may be required by law or as necessary to enforce the award in a court of law, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties, except that a party may disclose such information to its attorneys or auditors who are subject to confidentiality and ethical obligations. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witnesses. In such event, the other party shall be required to present evidence and legal argument as the arbitrator may require for the making of an award.

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 A) Any dispute or claim related to disagreement arising between the relationship or duties contemplated hereunder, including the validity of this clause (a “Dispute”) will be resolved Parties in accordance connection 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 interpretation of any provision of state law inconsistent therewith this Contract, or which would produce the compliance or non-compliance therewith, or the validity or enforceability thereof, or any other dispute under any Article hereof shall be elevated to the chief executive officer of each Party upon the delivery by either Party to the other of notice in writing that such dispute or disagreement exists. Within [***] following the delivery of such notice, the chief executive officers of Purchaser and Contractor shall consult and attempt to reach a different result. A panel of three neutral arbitrators will determine the Dispute resolution of the parties dispute in good faith. Any dispute which is not settled to the mutual satisfaction of the chief executive officers of Purchaser and render Contractor shall be submitted by the most diligent Party to the chief executive officers of Spaceflight Industries, Inc. and Thales Alenia Space who shall consult and attempt to reach a resolution of the dispute in good faith. Provided the chief executive officers of Spaceflight Industries, Inc. and Thales Alenia Space come to an agreement, such agreement shall be final award and binding on the Parties to this Contract. (B) Any dispute which is not settled to the mutual satisfaction of the Parties within [***] (or such longer period as may be mutually agreed) from the date that the chief executive officers of [***]. and [***] begin the consultations under Article 23(A) shall be settled by arbitration in accordance with the applicable substantive English language administered by the Rules of Arbitration of the International Chamber of Commerce in effect on the date that such notice is given, except as otherwise specified herein. The place of arbitration shall be New York City, New York, U.S. A. The IBA Rules on Taking Evidence in International Commercial Arbitration shall apply to the evidentiary stage of the arbitration. (C) The arbitrators shall not alter or modify the terms and conditions of this Contract but shall consider the pertinent facts and circumstances and be guided by the terms and conditions of this Contract. If a solution is not found in the terms and conditions of this CONTRACT NUMBER SPCJV1 - CONFIDENTIAL 25 Contract, the arbitrators shall apply the laws of the State of New York, U.S.A., excluding its conflict of law rules that would result in the application of any other law. If The arbitration award made shall be final and binding upon the Dispute is between EVERTECParties, on the one handtheir successors and assignees, and one or both judgment may be entered thereon, upon the application of either Party, by any court having jurisdiction. Each Party shall bear the cost of preparing and presenting its case including its own attorneys’ fees; and the cost of arbitration, including the fees and expenses of the Popular Parties and their respective Subsidiariesarbitrator or arbitrators, 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 be shared equally 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 circumstancesParties.

Dispute Resolution; Arbitration. Except as otherwise provided The Parties recognize that disputes may from time to time arise which relate to either Party's rights and obligations hereunder. It is the objective of the Parties to comply with the procedures set forth in writing with respect this Agreement to EVERTEC’s failure use all reasonable efforts to achieve or maintain a Service Level facilitate the resolution of such disputes in an expedient manner by mutual agreement. The Parties agree that, in the first instance, all disputes should be submitted to the Joint Steering Committee for resolution. In the event the Joint Steering Committee is unable to resolve any such dispute within thirty (as such term 30) days after the matter is defined below)first submitted to the Joint Steering Committee, or except as either Party may otherwise be agreed submit the matter to in writing among the parties, any arbitration pursuant to this Section 14.1. Any dispute, controversy or claim between EVERTECBARRIER and XXXXXX relating to the breach, on termination, construction, interpretation, application of (or at the one handoccasion of) this Agreement, which cannot be settled by the Joint Steering Committee shall be settled, when permitted by law, by binding arbitration under the following terms and the Popular Parties and their respective Subsidiariesconditions: 14.1.1 either BARRIER or XXXXXX may demand that a dispute, on the othercontroversy, or against any Representative claim be submitted to arbitration. Such demand shall be made in writing to the other Party at the notification address set forth in this Agreement; 14.1.2 all matters submitted by BARRIER and XXXXXX for settlement by binding arbitration shall be decided by a single arbitrator agreeable to both BARRIER and XXXXXX. If BARRIER and XXXXXX are unable to agree upon a single arbitrator within a period of one fifteen (15) business days following the transmission by either Party of the partiesnotice referred to in section 14.1.1, 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 an arbitrator shall be resolved appointed in accordance with the then existing Rules of Conciliation and Arbitration of the International Chamber of ** Certain information in this Sectionexhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. Each party will give written notice Commerce (the "Rules"), if for any reason an arbitrator cannot be appointed in this manner, this section 14.1.2 shall cease to apply to the dispute, controversy or claim in question and any Party may apply to a “Notice court of Dispute”competent jurisdiction for the settlement thereof; 14.1.3 all arbitration authorized by this Agreement shall be conducted in accordance with the Rules, that are not inconsistent with the terms of this Agreement; 14.1.4 decisions and awards rendered by arbitration authorized by this Agreement may be entered and enforced by either BARRIER and XXXXXX in any court having jurisdiction. BARRIER and XXXXXX hereby irrevocably consent and submit to the jurisdiction of such court for purposes of such enforcement; 14.1.5 in the event either BARRIER or XXXXXX does not reasonably comply with a final decision or award made by the arbitrator, such non-complying Party shall bear all costs and expenses, including attorney's fees, incurred by the other Party in obtaining enforcement of the decision or award; 14.1.6 during any period of arbitration concerning this Agreement or any part thereof, this Agreement shall remain in full force and effect and all terms shall be complied with by both BARRIER and XXXXXX; 14.1.7 the arbitrator shall not add to, subtract from, or modify any of the terms or conditions of the Agreement; 14.1.8 the arbitrator shall use its best efforts (i) to complete the others process of any Dispute claimed by it arbitration including the arbitration hearing within one hundred and twenty (120) days of his nomination and (ii) to render a decision or an award within thirty (30) days after the close of learning arbitration hearings; 14.1.9 the arbitrator, in his discretion, shall allocate all costs of the cause of such a Disputearbitration between BARRIER and XXXXXX. The Notice of Dispute will include a reasonable description However, neither BARRIER nor XXXXXX shall be required to pay the costs of the basis of other Party; 14.1.10 all arbitration proceedings authorized by this Agreement shall be held in London, England and shall be conducted in the DisputeEnglish language and all documents referred to shall be in English; 14.1.11 this section 14.1 shall not apply in cases where a Party is seeking, includingas a remedy to a dispute, without limitation, (i) the specific charge controversy or charges being disputed, (ii) if available and/or applicableclaim, the supporting documentation that is reasonably required issue of an interlocutory injunction or another similar remedy and except for verification the purpose of filing the charge award or chargesobtaining an order of enforcement, and (iii) any amounts being withheldas the case may be, for the purpose of rendering the award executory; 14.1.12 EACH PARTY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY; 14.1.13 EACH PARTY HERETO WAIVES ANY CLAIM TO PUNITIVE, EXEMPLARY OR MULTIPLIED DAMAGES FROM THE OTHER; AND 14.1.14 EACH PARTY HERETO WAIVES ANY CLAIM OF CONSEQUENTIAL DAMAGES FROM THE OTHER. Following delivery of a Notice of Dispute, a Representative of each party will meet and will attempt ** Certain information 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 this exhibit has been omitted 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 filed separately with the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, Securities 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 Exchange Commission pursuant to 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 circumstancesconfidential treatment request.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect to EVERTEC’s failure to achieve (a) Any controversy, claim or maintain a Service Level (as such term is defined below), dispute arising out of 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 AgreementAgreement or the interpretation, and any dispute performance, or claim related to the relationship or duties contemplated hereunderbreach hereof, including the validity alleged violations of this clause state or federal statutory or common law rights or duties, all tort claims and all claims for punitive damages (a “Dispute”) will ), shall be resolved solely according to the procedures set forth in accordance this Section 10.13 . (b) The parties shall attempt, whenever possible, to discuss and resolve any Disputes on an informal basis, in order to avoid the expense and delay associated with this Sectionarbitration. Each A party will give written invoking these dispute resolution procedures shall deliver a notice to the other parties (a “Notice of DisputeDispute Notice”) of the claims it intends to bring and the relief sought, including sufficient details regarding the factual, contractual or other legal bases for the party’s claim as reasonably required to enable the parties receiving the Dispute Notice to evaluate the claim and respond thereto. No arbitrator shall have authority to consider or resolve any Dispute that is not first the subject of a Dispute Notice and subject to informal dispute resolution pursuant to this Section 10.13 . (c) If the parties are unable to resolve one or more Disputes informally, any party to the others of any Dispute claimed by it within thirty (30) days of learning of may initiate a binding arbitration proceeding for the cause final resolution of such remaining Dispute(s). A party shall initiate arbitration by delivering a Disputenotice to the other parties to such Dispute(s) (an “Arbitration Notice”) describing the Dispute(s) to be arbitrated. 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 Within 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 Forumreceiving an Arbitration Notice, the Dispute shall receiving party may deliver its own Arbitration Notice, specifying additional Disputes to be submitted to the consideration of a representative from the senior management of EVERTEC who shall arbitration. If more than one Dispute is to be identified in a written notice delivered to the Popular Parties from time to timearbitrated, the Chief Operating Officersubject matters of the various Disputes need not be related to each other. (d) The arbitration, the Chief Financial Officer or the Chief Information Officer which shall take place in Los Angeles County, State 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 California, shall be administered by the Los Angeles, California office of the American Arbitration Association (“AAA”), or any successor hereof, in accordance with the then-current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto RicoAAA Rules, except as otherwise provided herein. The arbitration will shall be governed held before and decided by a single neutral arbitrator (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 “Arbitrator”). The arbitrator shall be a different result. A panel of three neutral arbitrators will determine the Dispute member of the parties AAA Large and render a final award Complex Case Panel selected in accordance with the applicable substantive lawAAA Rules. If The arbitration decision shall be binding and final upon the Dispute is between EVERTEC, on the one handparties thereto, and one or both of the Popular Parties and their respective Subsidiaries, judgment 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 any award rendered by the arbitrator. The terms hereof will not limit Arbitrator may be entered in any obligation court having jurisdiction thereof. (e) Notwithstanding any contrary provision of a this Section 10.13 , any party may seek emergency or temporary injunctive remedies exclusively in any federal or state court located within Los Angeles County, State of California, in aid of its claims for relief in the arbitration notwithstanding this agreement 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 Agreementarbitrate; provided, however, that such action shall not be deemed a waiver of the right to arbitrate the merits of the dispute. Each party may request temporary hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding. (f) In any judicial or arbitration proceeding hereunder, the prevailing party shall be entitled to receive its reasonable attorneys’ fees and costs incurred in connection with such proceeding in addition to its judgment. The arbitrator’s remedies in shall be limited to those which could be granted by a court of law to maintain competent jurisdiction hearing 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 circumstancessame dispute.

Dispute Resolution; Arbitration. Except as otherwise provided (a) The parties hereto will act in writing with respect good faith and use commercially reasonable efforts to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below)promptly resolve any claim, 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 disagreement arising out of or relating to or in connection with this Master AgreementAgreement or the breach, termination or validity hereof (each a "Dispute") between the parties or any of their respective subsidiaries or affiliates under or related to this Agreement or any of the transactions contemplated hereby. (b) Upon the written request (a "Request") of any party, the relevant parties shall commence good faith negotiations with the goal of resolving the Dispute on a mutually satisfactory basis. If the Dispute has not been resolved to the satisfaction of all relevant parties within fifteen (15) calendar days after the date on which the Request is delivered, the Dispute shall immediately be referred to senior officers of each relevant party. The senior officers of each party (e.g., chief executive officer and/or chief financial officer or senior or executive vice president) shall meet immediately, and in no case later than 30 calendar days after the date on which the Request is delivered, for a minimum of two business days with a mutually selected mediator and attempt in good faith to negotiate a resolution of the Dispute. If the parties are unable to resolve the Dispute within 35 calendar days after the date on which the Request is delivered, then any relevant party may submit the Dispute to arbitration as the exclusive means of resolving it in accordance with the procedures set forth in this Section. (c) Except as otherwise specified in this Section, any Dispute not resolved through the procedure set forth above shall be finally settled by arbitration in accordance with the Rules and Procedures of the American Arbitration Association (the "Arbitration Rules"), which are deemed to be incorporated by reference herein except as otherwise modified herein. (d) The arbitration situs shall be Wilmington, Delaware, and the laws of the State of Delaware shall be applied. (e) In the event of an arbitration involving two parties, there shall be one arbitrator who shall be jointly nominated by such parties. In the event of an arbitration involving more than two parties, there shall be three arbitrators who shall be jointly nominated by the parties. If the parties fail to so nominate the arbitrators within 30 days from the date when the Dispute is submitted to arbitration pursuant to this Section, at the request of any party, the arbitrator(s) shall be appointed in accordance with the Arbitration Rules. (f) The arbitration hearing shall commence no later than 30 days following the appointment of the sole arbitrator or after the appointment of the last of the three arbitrators, as the case may be, and the final award shall be rendered no later than 30 calendar days following the close of the hearing. (g) Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, provide the other with copies of documents relevant to the issue raised by any claim or counterclaim. Other discovery may be ordered by the panel to the extent the panel deems additional discovery relevant and appropriate, and any dispute regarding discovery, relevance or scope thereof, shall be determined by the panel, which determination shall be conclusive. (h) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, injunctive or other equitable relief or an order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a national court, the arbitral tribunal shall have full authority to grant provisional remedies and to award damages for the failure of any party to respect the arbitral tribunal's orders to that effect. (i) The award shall be final and binding upon the parties, and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal in connection with the Dispute. Judgment upon any award may be entered in any court having competent jurisdiction thereof. (j) The costs of the arbitration shall be borne as determined in accordance with the Arbitration Rules; provided, however, that to the extent a party may request temporary remedies is non-prevailing or unsuccessful on a claim in a court of law to maintain an arbitration proceeding under this Section, as determined by the status quo arbitrator(s), that party shall pay the prevailing or to protect goods or property until successful party's costs and expenses incurred in connection with the arbitration has initiated of that Dispute, including attorneys' fees and arbitration expenses, whether or not such Dispute is prosecuted to award or judgment. (k) Subject to the receipt of any applicable governmental approval, any monetary award shall be made and promptly payable in U.S. dollars if due in U.S. dollars, free of any deduction or offset, and the selected arbitrator has had arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. The arbitral tribunal shall have the opportunity authority to resolve award any remedy or relief proposed by the request for temporary relief. Each party is required claimants or respondents pursuant to continue to perform its obligations this Agreement, including without limitation, a declaratory judgment, specific performance of any obligation created under this Master Agreement pending final resolution or the issuance of any Dispute arising out of or relating an injunction. The parties to this Master AgreementAgreement have caused this Agreement to be executed and delivered as of the date first above written. CONEXANT SYSTEMS, unless to do so would be impossible or impracticable under INC., a Delaware corporation By: /s/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Chief Executive Officer NEWPORT FAB, LLC a Delaware limited liability company By: /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Director of Operations [SIGNATURE PAGE TO NEWPORT FAB, LLC CONTRIBUTION AGREEMENT] For purposes of the circumstances.Agreement (including this Exhibit A):

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 (a) The parties hereto will act in writing with respect good faith and use commercially reasonable efforts to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below)promptly resolve any claim, or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim disagreement arising out of or relating to or in connection with this Agreement or the breach, termination or validity thereof (each a "Dispute") between EVERTEC, on the one hand, and the Popular Parties and parties or any of their respective Subsidiaries, on the otherAffiliates, successors or against any Representative of one of the parties, assigns under or related to this Master AgreementAgreement or any of the transactions contemplated hereby. (b) Upon the written request (a "Request") of any party, the relevant parties shall commence good faith negotiations with the goal of resolving the Dispute on a mutually satisfactory basis. If the Dispute has not been resolved to the satisfaction of all relevant parties within fifteen (15) days after the date on which the Request is delivered, the Dispute shall immediately be referred to senior officers of each relevant party. The senior officers of each party (e.g., chief executive officer and/or chief financial officer or senior or executive vice president) shall meet immediately, and in no case later than thirty (30) days after the date on which the Request is delivered, for a minimum of four (4) Days with a mutually selected mediator and attempt in good faith to negotiate a resolution of the Dispute. If the relevant parties are unable to resolve the Dispute within thirty-five (35) days after the date on which the Request is delivered, then any dispute or claim related relevant party may submit the Dispute to arbitration as the relationship or duties contemplated hereunder, including the validity exclusive means of this clause (a “Dispute”) will be resolved resolving it in accordance with the procedures set forth in this Section. Each party will give written notice Section 10.1. (a “Notice of Dispute”c) to the others of Except as otherwise specified in this Section 10.1, any Dispute claimed not resolved through the procedure set forth above shall be finally settled by it arbitration in accordance with the Rules and Procedures of the American Arbitration Association (the "Arbitration Rules"), which are deemed to be incorporated by reference herein except as otherwise modified herein. (d) The arbitration situs shall be Wilmington, Delaware, and the laws of the State of Delaware shall be applied. (e) In the event of an arbitration involving two parties, there shall be one (1) arbitrator who shall be jointly nominated by such parties. In the event of an arbitration involving more than two (2) parties, there shall be three (3) arbitrators who shall be jointly nominated by such parties. If the parties fail to so nominate the arbitrators within thirty (30) days from the date when the Dispute is submitted to arbitration pursuant to this Section 10.1, at the request of learning of any party the cause of such a Dispute. The Notice of Dispute will include a reasonable description of the basis of the Dispute, including, without limitation, (iarbitrator(s) 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 appointed in accordance with the parties hereto who Arbitration Rules. (f) The arbitration hearing 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 commence no later than ninety (90) days following the receipt appointment of the sole arbitrator or after the appointment of the last of the three arbitrators, as the case may be, and the final award shall be rendered no later than thirty (30) days following the close of the hearing. (g) Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, provide the other with copies of documents relevant to the issue raised by any claim or counterclaim. Other discovery may be ordered by the panel to the extent the panel deems additional discovery relevant and appropriate, and any dispute regarding discovery, relevance or scope thereof, shall be determined by the panel, which determination shall be conclusive. (h) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, injunctive or other equitable relief or an order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a Notice of Dispute may be referred national court, the arbitral tribunal shall have full authority to binding arbitration at grant provisional remedies and to award damages for the request failure of any party to respect the arbitral tribunal's orders to that effect. (i) The award shall be final and binding 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 handparties, 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 remedy between the parties arising out regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal in connection with the Dispute. Judgment upon any award may be entered in any court having competent jurisdiction thereof. (j) The costs of or relating to this Master Agreementthe arbitration shall be borne as determined in accordance with the Arbitration Rules; provided, however, that to the extent a party may request temporary remedies is non-prevailing or unsuccessful on a claim in a court of law to maintain an arbitration proceeding under this Section 10.1, as determined by the status quo arbitrator(s), that party shall pay the prevailing or to protect goods or property until successful party's costs and expenses incurred in connection with the arbitration has initiated of that Dispute, including attorneys' fees and arbitration expenses, whether or not such Dispute is prosecuted to award or judgment. (k) Subject to the receipt of any applicable governmental approval, any monetary award shall be made and promptly payable in U.S. dollars if due in U.S. dollars, free of any deduction or offset, and the selected arbitrator has had arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. The arbitral tribunal shall have the opportunity authority to resolve award any remedy or relief proposed by the request for temporary relief. Each party is required claimants or respondents pursuant to continue to perform its obligations this Agreement, including without limitation, a declaratory judgment, specific performance of any obligation created under this Master Agreement pending final resolution or the issuance of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstancesan injunction.

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. Except (a) The Parties recognize that a bona fide dispute as otherwise provided in writing with respect to EVERTECcertain matters may, from time to time, arise during that relates to a Party’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 rights and/or obligations under 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 Transaction Documents (a “Dispute”) will be resolved in accordance with this Section). Each party will give In the event of the occurrence of a Dispute, either Party may, by written notice (a “Notice of Dispute”) to the others of any other Party, have such Dispute claimed referred to the respective officers designated below, or their successors, for attempted resolution by it good faith negotiation within thirty (30) days of learning of after such notice is received. Such designated officers are as follows: For Caraco: Chief Executive Officer For Forest: Chief Executive Officer (b) In 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 event of a Notice of Dispute, a Representative of each party will meet and will attempt Dispute arising 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 connection with any Transaction Document which is not resolved in the Resolution Forumunder Section 11.08(a), the such Dispute shall be submitted to arbitration under the consideration then existing Commercial Arbitration Rules 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 Association. Unless the Parties otherwise agree in writing, the arbitration proceedings shall be conducted and the arbitrators shall be appointed in accordance with the then-current Commercial Arbitration Rules and will then in effect, subject to the procedures described in this Section 11.08. (c) The arbitration proceedings shall take place in Chicago, Illinois, or such other location as may be aired in mutually agreed by the Commonwealth of Puerto RicoParties. The arbitration will be governed conducted in the English language. (d) The arbitration shall be held before a panel of three arbitrators (the “Arbitrators”). One Arbitrator shall be chosen by Forest and one Arbitrator shall be chosen by Caraco, and the third Arbitrator shall be chosen by mutual agreement of the Arbitrators chosen by Forest and Caraco. (e) Unless the Parties otherwise agree in writing, during the period of time that any arbitration proceeding is pending under this Agreement, the Parties shall continue to comply with all those terms and provisions of this Agreement that are not the subject of the pending arbitration proceeding. (f) The award or decision of a majority of the arbitrators pursuant to this Section shall be binding and conclusive on the Parties, provided that the enforcement of such award or decision may be obtained in any court having jurisdiction over the Party against whom such enforcement is sought. The losing party shall pay all reasonable attorneys fees and costs associated with such arbitration. If there is any dispute that is not subject to arbitration and for which 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 District Court for the resolution Northern District of Disputes among Illinois does not have subject matter jurisdiction, the parties state courts in Illinois shall have jurisdiction. In connection with any dispute arising out of or relating in connection with this Agreement that is not subject to arbitration, each Party hereby expressly consents and submits to the personal jurisdiction of the federal and state courts in the State of Illinois. Nothing contained in this Master Agreement; provided, however, that a party may request temporary remedies in Agreement shall deny any Party the right to seek injunctive or other equitable relief from a court of law to maintain competent jurisdiction in the status quo context of a bona fide emergency or to protect goods or property until the prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing 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 circumstancesproceeding.

Dispute Resolution; Arbitration. Except as otherwise provided in writing (a) The parties agree with respect to EVERTEC’s failure to achieve the principle that disputes, claims and controversies arising out of 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 AgreementAgreement or any of the notes or agreements set forth in Exhibits C, D, E, F and G (including the performance, enforcement, breach, or termination thereof, and any dispute or claim related remedies relating thereto) (each, a "Dispute") should be regarded as business problems 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”) promptly through business-oriented negotiations before resorting to the others of any Dispute claimed by it within thirty (30) days of learning of the cause of such a Disputearbitration. 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, parties agree to use their best efforts and (iii) any amounts being withheld. Following delivery of a Notice of Dispute, a Representative of each party will meet and will to attempt in good faith to resolve any Dispute promptly by negotiation between the executives of the parties who have authority to settle the Dispute. Any Either party may give the other party written notice of any Dispute that remains unresolved for more than twenty not resolved in the normal course of business (20"Notice of Dispute"). Within fifteen (15) days after receipt of the Notice of Dispute by the receiving party ("Date of Notice"), the receiving party shall submit to the other a written response, which shall include a statement of such party's position. Within thirty (30) days after the receipt Date of Notice, the parties shall meet at a Notice mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. All reasonable requests for information made by one party to the other will be honored. (b) If the Dispute has not been resolved by these persons within forty-five (45) days of the Date of Notice, the Dispute shall be referred to designated representatives a more senior executive of each party who has authority to settle the parties hereto Dispute and who shall negotiate in good faith likewise meet to attempt to resolve the Dispute. (c) All negotiations pursuant to this Section 14.10 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. (d) In the event the Dispute has still not been resolved by negotiation, then such dispute (the “Resolution Forum”). If a Dispute is not resolved in the Resolution Forum, the Dispute shall be submitted settled by binding arbitration according to the consideration rules 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 before an Arbitral Panel composed of three (3) Arbitrators. One of such Arbitrators shall be selected by CC, another by TLD and the third one by two Arbitrators selected by CC and TLD. The Arbitration shall be legally binding, shall take place in accordance with the then-current Commercial Arbitration Rules San Xxxx, Puerto Rico and will shall be aired conducted in the Commonwealth of Puerto RicoSpanish language. The arbitration will arbitral award or order ("Award") shall be governed by given in writing, shall detail the United States Arbitration Act, 9 U.S.C. §§ 1-16 to disputed matters and the exclusion reasons upon which the Award is based. The Award 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 Arbitrators shall be final and binding upon 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 (not be subject to such limitations, if any, mutually agreed by those parties)appeal to any court or other authority. 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 Judgment upon the award rendered by the arbitrator. The terms hereof will not limit or order may be entered in 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 competent jurisdiction, and application may be made 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 any such court for temporary reliefenforcement thereof. Each party is required shall bear its own costs and expenses in connection with the Arbitration, but shall share equally in the costs and fees of the Arbitration proceedings. Each party accepts and submits to continue the arbitral jurisdiction referenced above and to perform its obligations under this Master Agreement pending final resolution any court of competent jurisdiction with regard to enforcement of the Award. Process in any Dispute arising out of such action or relating to this Master Agreement, unless to do so would proceeding may be impossible or impracticable under served on any party anywhere in the circumstancesworld.

Dispute Resolution; Arbitration. Except as otherwise provided 13.1 In the event of any dispute or claim between the Parties regarding or arising from this Agreement that cannot be resolved through normal channels of discussion (a "Dispute"), such Dispute shall be resolved solely in accordance with these procedures. 13.2 Either Party to a Dispute may request a meeting of the Steering Committee who shall meet promptly, but in any event within 15 days of the request. The Party requesting the meeting may send a Notice of Dispute which shall state the action or failure to act to which such Party objects, and whether the Party contends that the action or failure to act constitutes a material breach. At the meeting, these persons will review the circumstances of the Dispute. 13.3 If the Steering Committee is unable to resolve the Dispute within 15 days, either Party may request in writing that the Dispute be referred to the applicable Parties' executives who have authority to settle the Dispute and who are at a higher level of management than the persons with respect direct responsibility for administration of this Agreement. 13.4 In the event the executives are unable to EVERTEC’s failure reach a mutually acceptable resolution of the Dispute within 15 days, the Parties will submit the matter to achieve binding arbitration. The arbitration shall be conducted in English and in accordance with the Commercial Rules of the American Arbitration Association which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the award, shall take place in Wilmington, Delaware, U.S.A., and shall be the exclusive forum for resolving such dispute, controversy or maintain claim. Discovery will be limited to no more than ten (10) interrogatories (including subparts or compound requests); no more than ten (10) requests for production (including subparts or compound requests) and no more than three (3) depositions each for SDI and DuPont Qualicon, each deposition shall last no more than two hours. All discovery shall be concluded within ninety (90) days of service of the notice of arbitration each Party shall pay for its own costs and the costs of the mediation, including the fee of the mediator, shall be shared equally by the Parties. The arbitrators are not empowered to award damages in excess of actual damages, specifically neither Party shall be entitled to consequential or punitive damages unless such damages are awarded to a Service Level third party as a result of a liability claim for damages against Distributor and Manufacturer and for which DuPont Qualicon and SDI, as the case may be, has an obligation to indemnify the other Party as provided for in this Agreement. The decision of the arbitrators shall be binding upon the Parties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing Party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be final, and judgment thereon may be entered by any court of competent jurisdiction. In the event any 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 involves a claim of damages in excess of one of million U.S. Dollars (USD $1,000,000), the parties, related to arbitration shall be conducted by three (3) independent arbitrators; otherwise by one (1) independent arbitrator. 13.5 Notwithstanding anything contained in this Master Agreement, and any dispute or claim related Article 13 to the relationship or duties contemplated hereundercontrary, including each Party shall have 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”) right 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 institute judicial proceedings against the other handParty or anyone acting by, each of EVERTEC and through or under such other Party in order to enforce the Popular Parties shall select one neutral arbitrator andinstituting Party's rights hereunder through specific performance, 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 injunction 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 similar equitable 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 6.1.1 The parties hereto will act in writing with respect good faith and use commercially reasonable efforts to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below)promptly resolve any claim, or except as may otherwise be agreed to in writing among the parties, any dispute, controversy or claim between EVERTECdisagreement arising out of or relating to or in connection with this Agreement or the breach, on the one hand, and the Popular Parties and their respective Subsidiaries, on the other, termination 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 thereof (each a “Dispute”) will between the parties or any of their respective subsidiaries, Affiliates, successors or assigns under or related to this Agreement or any of the transactions contemplated hereby. Upon the written request of any party, the relevant parties shall commence good faith negotiations with the goal of resolving the Dispute on a mutually satisfactory basis. If the Dispute has not been resolved to the satisfaction of all relevant parties within fifteen (15) days after the date on which the request is delivered, the Dispute shall immediately be resolved referred to senior officers of each relevant party. The senior officers of each party (e.g., chief executive officer and/or chief financial officer or senior or executive vice president) shall meet immediately, and in no case later than thirty (30) days after the date on which the request is delivered, for a minimum of four (4) days with a mutually selected mediator and attempt in good faith to negotiate a resolution of the Dispute. If the relevant parties are unable to resolve the Dispute within thirty-five (35) days after the date on which the request is delivered, then any relevant party may submit the Dispute to arbitration as the exclusive means of resolving it in accordance with the procedures set forth in this SectionSection 6.1. 6.1.2 Any Dispute not resolved through the procedure set forth in Section 6.1.1 above shall be finally settled by arbitration as set forth in this Section 6.1.2. Each party party, however, will give written notice (a “Notice of Dispute”) have full access to the others courts to compel compliance with these arbitration provisions, to enforce an arbitration award or to seek injunctive relief, whether or not arbitration is available or under way. The arbitration will take place as follows: (a) The party or parties demanding arbitration (collectively the "Demanding Party") must give the other party or parties (collectively the “Responding Party") a notice. The notice must contain, in addition to the demand for arbitration, a clear statement of any Dispute claimed the issue or issues to be resolved by it arbitration, an appropriate reference to the provision of the Agreement which is involved, the relief the party requests through arbitration, and the names and addresses of at least three individuals whom the Demanding Party would consider acceptable as an arbitrator. (b) The Responding Party shall provide a response to the Demanding Party within fifteen (15) days following receipt of the notice. The response shall contain a clear statement of the Responding Party's position concerning the issue or issues in dispute and the names and addresses of at least three individuals whom the Responding Party would consider acceptable as an arbitrator. If the Responding Party fails to provide a timely response, the Demanding Party may apply to the presiding department of the Superior Court for King County, State of Washington, to designate an arbitrator. (c) Within fourteen (14) days following receipt of the response, the parties shall agree on a single arbitrator to settle the dispute. If the parties are unable to do so, then either party may apply to the presiding department of the Superior Court for King County, State of Washington, to designate an arbitrator. (d) The arbitration will be conducted in Seattle, Washington 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 selection 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 arbitrator will not limit any obligation of a allow each party an opportunity to defend, indemnify submit oral and written evidence and argument concerning the issue or hold harmless another party against court proceedings or other Lossesissues in dispute. The procedures specified arbitrator may resolve only the issue or issues submitted to arbitration and must include as part of his or her consideration a full review of the Agreement and all material incorporated in this section the Agreement by reference. The decision of the arbitrator will be final and will bind the sole and exclusive procedures for parties. (e) Except to the resolution extent inconsistent with the terms 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.terms and provisions of Chapter 7.04 RCW are incorporated in and made a part of this Agreement

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 a) In the parties, event of any dispute, controversy or claim between EVERTECor among any of the Parties arising out of, on the one hand, and the Popular Parties and their respective Subsidiaries, on the otherrelating to or in connection with any provision of this Agreement, or against any Representative of one the rights or obligations 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 Parties hereunder (a “Dispute”), the Parties shall attempt to settle the Dispute amicably between or among themselves in accordance with this Article. (b) will A disputing Party shall initiate the attempted amicable settlement process by sending written notice of the Dispute to the other Parties, and within 10 Business Days after such notice, representatives of each of the Optionee and the Optionor shall meet, in person or by telephone, for attempted resolution by negotiations. Each of the Parties’ representatives set forth in this Section 9.1(b) shall be empowered and authorized to bind their respective companies with respect to the Dispute and to settle the Dispute on behalf of their respective companies. If for any reason the Dispute is not resolved within 20 Business Days of the date of the written notice of the Dispute, the Dispute shall be resolved in accordance with this Section. Each party will give written notice the provisions of Section 9.1(c). (a “Notice c) Any Dispute not otherwise resolved pursuant to Section 9.1(b) shall be referred to and finally resolved by the award of Dispute”) three arbitrators 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, be named as follows: (i) the specific charge Party or charges being disputed, Parties sharing one side of the dispute shall name an arbitrator and give notice thereof to the Party or Parties sharing the other side of the dispute; (ii) if available and/or applicable, the supporting documentation that is reasonably required for verification Party or Parties sharing the other side of the charge or chargesdispute shall, and within 14 days of receipt of the notice, name an arbitrator; and (iii) any amounts being withheld. Following delivery the two arbitrators so named shall, within 15 days of the naming of the latter of them, select a Notice third arbitrator. (d) The decision of Dispute, a Representative the majority of each party will meet and will attempt the arbitrators referenced in good faith to resolve the Dispute. Any Dispute that remains unresolved for more than twenty (20c) above shall be made within 30 days after the receipt selection of a Notice the latter of Dispute them. If the Parties on either side of the dispute fail to name their arbitrator within the time limited or proceed with the arbitration, then the sole arbitrator named may decide the question. The arbitration 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 conducted in accordance with the then-current provisions of the Commercial Arbitration Rules Act of British Columbia, as amended, and will the decision of the arbitrator or a majority of the arbitrators, as the case may be, shall be aired in conclusive and binding upon all the Commonwealth of Puerto RicoParties and from which there shall be no appeal. The rules and procedures for the arbitration will shall be governed procedures established by the United States Commercial Arbitration Act, 9 U.S.C. §§ 1-16 to or as may be determined by the exclusion of any provision of state law inconsistent therewith or which would produce a different result. A panel of three neutral arbitration panel, and the appointing authority, if the two arbitrators will determine the Dispute of the parties appointed under Sections 9.1(c)(i) and render a final award in accordance with the applicable substantive law. If the Dispute is between EVERTEC, (ii) cannot agree 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 Supreme Court of British Columbia. (e) The seat of arbitration shall be Vancouver, British Columbia, Canada. (f) The language to be used in 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 arbitral proceedings shall be impossible or impracticable under the circumstancesEnglish.

Dispute Resolution; Arbitration. Except as otherwise provided in writing with respect 21.1 If a dispute arises out of or relating to EVERTEC’s failure this Agreement, or the transactions contemplated hereby, or the construction, interpretation, performance, breach, termination, enforceability or validity thereof, whether such claim is based on rights, privileges or interests recognized by or based upon contract, tort, fraud, misrepresentation, statute, common law or any other legal or equitable theory, and whether such claim existed prior to achieve or maintain arises on or after the date hereof (a Service Level (as such term is defined below"Dispute"), or except as may otherwise be agreed to the dispute resolution processes set forth in writing among this Article 21 shall govern the parties, any resolution of such 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 (. 21.2 If a “Dispute”) will Dispute cannot be resolved in accordance with this Section. Each party will give written notice (a “Notice of Dispute”) by the executives having primary managerial responsibility for the matter to which 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 applicablepertains, 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 Parties shall attempt in good faith to resolve such Dispute promptly by negotiation between executives who have authority to settle the Dispute and who are at the level of the executives who have negotiated this Agreement ("Senior Party Representatives"). 21.3 A Party may provide any other Party notice (a "Dispute Notice") of any Dispute that has not been resolved in the normal course of business. Within ten business days after delivery of the Dispute Notice, the receiving Party shall submit to each other Party a response (the "Response"). The Dispute Notice and the Response shall each include (a) a statement setting forth the position of the Party providing such notice and a summary of arguments supporting such position, and (b) the name and title of such Party's Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the Parties will attempt to settle the Dispute. Any Dispute that remains unresolved for more than twenty (20) Within 30 business days after delivery of the receipt Dispute Notice, the Senior Party Representatives of the Parties shall meet at a Notice mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. All reasonable requests for information made by one Party to another will be honored. 21.4 If the Dispute has not been resolved within 50 business days after delivery of the Dispute Notice, or if the Parties fail to meet within 30 business days after delivery of the Dispute Notice, any Party may initiate arbitration of the Dispute as provided below. If no Party initiates arbitration within 60 business days after delivery of the Dispute Notice, then the Parties shall automatically be released from any and all liability for the Dispute. 21.5 All negotiations pursuant to this section shall be referred treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. The Parties agree that all communications and negotiations between the Parties during the dispute resolution process, any settlements agreed upon during the dispute resolution process and any information regarding the other Party obtained during the dispute resolution process (that are not already public knowledge) are confidential and may be disclosed only to designated representatives employees and agents of the parties hereto Parties who shall negotiate have a "need to know" the information and who shall have been made aware of the confidentiality obligations set forth in good faith this Article 21, unless the Party is required by law to resolve disclose such dispute (information. 21.6 If the “Resolution Forum”). If a Dispute is not resolved as provided in the Resolution ForumSections 21.2 through 21.4 above, the then any Party may initiate arbitration proceedings by providing each other Party notice of such initiation of arbitration. The Dispute shall then 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 settled by 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 thenCPR Non-current Commercial Administered Arbitration Rules in effect on the date hereof, by a panel of three arbitrators. Each Party shall select one of the three arbitrators and will be aired in the Commonwealth of Puerto Ricotwo arbitrators so chosen shall select the third arbitrator. The arbitration will arbitrators shall be governed by the United States Arbitration Act, 9 U.S.C. §§ Sections 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 hand16, 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 arbitratorarbitrators may be entered by any court having jurisdiction thereof. The terms hereof will place of arbitration shall be chosen by the three arbitrators. The arbitrators shall not limit order pre-hearing discovery of documents or the taking of depositions, although the arbitrators may compel the attendance of witnesses and the production of documents at the hearing to the extent permitted by the CPR Non-Administered Arbitration Rules. 21.7 If a Party does not provide a Dispute Notice within one year following the time the Party first knows of the existence of the acts or omissions that give rise to the Dispute, the Party shall be forever estopped from asserting the Dispute against any obligation other Party. 21.8 The reasonable out-of-pocket costs (including reasonable attorneys' fees and expenses) of a party the prevailing Party and the fees of the arbitrators in any arbitration proceeding pursuant to defendthis Article 21 shall be paid by the other Party. The arbitrators shall determine which Party is the prevailing Party for purposes of this paragraph, indemnify or hold harmless another party against court proceedings and shall include such determination in their award. If the arbitrators determine that neither Party is the prevailing Party for purposes of this paragraph, then each Party shall bear its own costs and expenses, including attorneys' fees and expenses, and the Parties shall share equally the fees of the arbitrators. 21.9 Notwithstanding the foregoing, nothing in this Agreement shall preclude the Parties from seeking injunctive 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 equitable relief from a court with regard to any breach 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 reliefthis Agreement. 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.20 OVERVIEW OF THE ANNEX STRUCTURE COMMON ANNEXES:

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 to EVERTEC’s failure to achieve (a) Any controversy, claim or maintain a Service Level (as such term is defined below), dispute arising out of 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 AgreementAgreement or the interpretation, and any dispute performance, or claim related to the relationship or duties contemplated hereunderbreach hereof, including the validity alleged violations of this clause state or federal statutory or common law rights or duties, all tort claims and all claims for punitive damages (a “Dispute”) will ), shall be resolved solely according to the procedures set forth in accordance this Section 10.13 .. (b) The parties shall attempt, whenever possible, to discuss and resolve any Disputes on an informal basis, in order to avoid the expense and delay associated with this Sectionarbitration. Each A party will give written invoking these dispute resolution procedures shall deliver a notice to the other parties (a “Notice of DisputeDispute Notice”) of the claims it intends to bring and the relief sought, including sufficient details regarding the factual, contractual or other legal bases for the party’s claim as reasonably required to enable the parties receiving the Dispute Notice to evaluate the claim and respond thereto. No arbitrator shall have authority to consider or resolve any Dispute that is not first the subject of a Dispute Notice and subject to informal dispute resolution pursuant to this Section 10.13 . (c) If the parties are unable to resolve one or more Disputes informally, any party to the others of any Dispute claimed by it within thirty (30) days of learning of may initiate a binding arbitration proceeding for the cause final resolution of such remaining Dispute(s). A party shall initiate arbitration by delivering a Disputenotice to the other parties to such Dispute(s) (an “Arbitration Notice”) describing the Dispute(s) to be arbitrated. 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 Within 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 Forumreceiving an Arbitration Notice, the Dispute shall receiving party may deliver its own Arbitration Notice, specifying additional Disputes to be submitted to the consideration of a representative from the senior management of EVERTEC who shall arbitration. If more than one Dispute is to be identified in a written notice delivered to the Popular Parties from time to timearbitrated, the Chief Operating Officersubject matters of the various Disputes need not be related to each other. (d) The arbitration, the Chief Financial Officer or the Chief Information Officer which shall take place in Los Angeles County, State 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 California, shall be administered by the Los Angeles, California office of the American Arbitration Association (“AAA”), or any successor hereof, in accordance with the then-current Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto RicoAAA Rules, except as otherwise provided herein. The arbitration will shall be governed held before and decided by a single neutral arbitrator (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 “Arbitrator”). The arbitrator shall be a different result. A panel of three neutral arbitrators will determine the Dispute member of the parties AAA Large and render a final award Complex Case Panel selected in accordance with the applicable substantive lawAAA Rules. If The arbitration decision shall be binding and final upon the Dispute is between EVERTEC, on the one handparties thereto, and one or both of the Popular Parties and their respective Subsidiaries, judgment 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 any award rendered by the arbitrator. The terms hereof will not limit Arbitrator may be entered in any obligation court having jurisdiction thereof. (e) Notwithstanding any contrary provision of a this Section 10.13 , any party may seek emergency or temporary injunctive remedies exclusively in any federal or state court located within Los Angeles County, State of California, in aid of its claims for relief in the arbitration notwithstanding this agreement 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 Agreementarbitrate; provided, however, that such action shall not be deemed a waiver of the right to arbitrate the merits of the dispute. Each party may request temporary hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding. (f) In any judicial or arbitration proceeding hereunder, the prevailing party shall be entitled to receive its reasonable attorneys’ fees and costs incurred in connection with such proceeding in addition to its judgment. The arbitrator’s remedies in shall be limited to those which could be granted by a court of law to maintain competent jurisdiction hearing 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 circumstancessame dispute.

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 1) Any dispute, controversy or claim between EVERTECarising out of, on the one hand, and the Popular Parties and their respective Subsidiaries, on the otherrelating to, 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 connection with this Section. Each party will give written notice (a “Notice of Dispute”) to the others Agreement including any alleged breach of any Dispute claimed by it within thirty provision of, any contested termination of, or any contested validity of, this Agreement (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 Disputein each case, 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 by the parties hereto who shall negotiate in good faith to resolve party asserting 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 by written notice delivered to the Popular Parties from time Chief Executive Officer of each of TMI and AMSC, who shall attempt, in good faith, to timeresolve the Dispute within 30 days after written notice of such Dispute is given to them. Such written notice shall contain a statement setting forth the nature of the Dispute. At the request of either TMI or AMSC, the Chief Operating OfficerExecutive Officers shall meet at the same location to discuss such Dispute in good faith. If the Chief Executive Officers are unable to reach agreement to resolve the Dispute within the 30-day period after written notice of such Dispute is given to them, 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 submitted by either party to binding arbitration at in accordance with Sections 8.7(2) to (7) inclusive. (2) Any Dispute which cannot be resolved pursuant to Section 8.7(1) may be submitted by either party (the request of any party upon written notice to the other. Such "Claimant") for final and exclusive settlement by arbitration proceeding will be administered by the American Arbitration Association in accordance with ("AAA") under the then-current AAA's Commercial Arbitration Rules (the "AAA Rules") and will pursuant to the Expedited Procedures of the AAA Rules (regardless of the amount of the claim or counterclaim which is the subject of the Dispute) other than Section 54 of such Expedited Procedures (relating to the appointment and qualification of arbitrators), and any such arbitration shall be aired conducted in the Commonwealth English language. (3) An arbitration shall be initiated by (i) the giving of Puerto Ricowritten notice by the Claimant to the other party (the "Respondent"), within the 30-day period immediately following the conclusion of the 30-day period referred to in Section 8.7(1), of its demand to arbitrate (an " Arbitration Demand"), which Arbitration Demand shall contain a statement specifying (in reasonable detail) the nature of the Dispute, the dollar amount involved (if any), and the remedy sought, and (ii) the filing of three copies of such Arbitration Demand and three copies of this Section 8.7, together with the appropriate filing fee as provided in the AAA Rules, at any regional office of the AAA. The Respondent shall select the place of the arbitration, which shall be either (at the Respondent's sole election) Toronto (Province of Ontario) Canada, or Xxx Xxxx Xxxx (Xxx Xxxx Xxxxx) Xxxxxx Xxxxxx of America, and the Respondent shall, within 5 days after its receipt of the Arbitration Demand, deliver written notice of its selection of the place of the arbitration will be governed to the Claimant, with a copy to the AAA. (4) The parties shall, within 7 days after receipt 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 Respondent of the parties Arbitration Demand, attempt to agree upon one arbitrator who shall constitute the arbitration panel and render a final award in accordance with shall conduct the applicable substantive lawarbitration. 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 single arbitrator, they shall give written notice of such two arbitrators shall select appointment, with the third arbitrator (subject name and address of the arbitrator, to such limitations, if any, mutually agreed by those parties)the AAA. If the Dispute is between the Popular Parties, than each of the Popular Parties shall select one neutral arbitrator and, unless those parties are unable to agree on a third neutral single arbitrator within such time period (including for the reason that either or both parties desire a three-member arbitration panel) then each party shall appoint, within the next 3 days, one arbitrator (each, a "party-appointed arbitrator", as such term is used in the AAA Rules) and shall give written notice of such appointment, with the name and address of the party-appointed arbitrator, to the other party, with a copy to the AAA. Such two party- appointed arbitrators shall, within the next 5 days, appoint a third "neutral" arbitrator (as such two term is used in the AAA Rules), who shall act as chairman of the arbitration panel. Such three arbitrators shall select the third arbitrator (subject to such limitations, if any, mutually agreed by those parties). Strict confidentiality will govern constitute the arbitration proceedingspanel and shall conduct the arbitration, and all decisions of such three-member panel shall be taken by a majority of the arbitrators. (5) All filing fees payable to the AAA, including any filing fee in respect of any counterclaim asserted by the Respondent, and all information submitted expenses of the arbitrator(s) constituting the arbitration panel, shall be shared equally by the Claimant and Respondent. (6) Any arbitral award shall be in writing and shall be final and binding on the parties. The award may include (to the arbitrator extent not inconsistent with the provisions of Section 8.7(5)), an award of costs, including reasonable attorneys' fees and disbursements, but may not include an award of punitive damages. Judgment upon the decision or award may be entered by the arbitrator. Any any court having jurisdiction may enter judgment upon thereof or having jurisdiction over the award rendered parties or their assets including (i) with respect to TMI, any court located in the Province of Xxxxxxx xx Xxxxxx (Xxxxxx) and (ii) with respect to AMSC, any court located in the State of New York, Virginia or Delaware (United States). (7) This Section 8.7 shall be construed and interpreted in accordance with and governed by the arbitrator. The terms hereof will not limit any obligation laws of a party the Province of Ontario, without giving effect to defendthe principles of conflicts of laws thereof, 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 federal laws of any Dispute arising out of or relating to this Master Agreement, unless to do so would be impossible or impracticable under the circumstancesCanada applicable therein.

Dispute Resolution; Arbitration. Except as otherwise provided (a) The parties agree that the dispute resolution and arbitration provisions set forth in writing this Section 9.10 shall apply solely with respect to EVERTEC’s failure Disputes over the following: (i) a claim by either party at any time after May 21, 2004, that the other party has breached its pre-Closing obligations (including its obligations pursuant to achieve Section 4.10) or maintain a Service Level (as such term is defined below)its obligations to consummate the Closing in accordance with the terms hereof, or except as may otherwise be agreed (ii) a claim by either party that the other party has breached its indemnification obligations with respect to in writing among Capped Damages, including the parties, any dispute, controversy or claim between EVERTEC, on the one hand, determination and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one payment of the parties, related net amount of Capped Damages pursuant to this Master Agreement, the provisions of Sections 7.5 and any 7.6. (b) Any dispute or claim related arising out of or relating to the relationship matters specified in Sections 9.10(a) (i) and (ii) above shall be settled amicably, if possible. Any such disputes or duties contemplated hereunderclaims, including if not settled by the validity of this clause parties within ten (10) days from the date the dispute or claim arises, shall be considered a dispute (“Dispute”), and either party may elect, by written notice to the other party, to have such Dispute referred to a senior executive of each of ACC and TelCove who has authority to settle such Dispute. If such Dispute is not settled by such executives within twenty (20) will be resolved days, then either party may, by written notice to the other party, demand binding arbitration in accordance with this SectionSection 9.10. (i) The arbitration shall be held in New York, New York, or as otherwise mutually agreed between the parties before a panel of three (3) arbitrators. Each The above referenced demand for arbitration shall provide a statement of the Dispute and the facts relating or giving rise thereto, in reasonable detail, and the name of the arbitrator selected by such party will give written making the arbitration demand. (ii) Within thirty (30) days after receipt from either ACC or TelCove, of the notice described in the last sentence of Section 9.10 (a b), the other party shall name its arbitrator, and the two arbitrators named by the parties (the “Notice of DisputeSelected Arbitrators”) to the others of any Dispute claimed by it shall within thirty (30) days of learning of the cause of such following their respective appointment by ACC and TelCove, select 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 third arbitrator (the “Resolution ForumNeutral Arbitrator”). If either of the Parties fails to appoint an arbitrator or if the arbitrators appointed by the Parties fail or are unable to appoint a Dispute is not resolved in the Resolution Forumthird arbitrator, the Dispute such arbitrator 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 appointed by the American Arbitration Association (“AAA”). Of the Selected Arbitrators neither shall be, nor shall have been, employed by either Party or any of their Affiliates. The Neutral Arbitrator shall not be, and shall not have been, employed by, or in accordance the ten (10) years prior to the date of the notice, under contract (directly or indirectly) for services with either Party or its Affiliates. Subject to clause (iv) below, the then-current fees for the services of the Selected Arbitrators and the Neutral Arbitrator (collectively, the “Panel”) shall be agreed to and shared equally by the Parties. (iii) The arbitration shall be administered by the AAA under its Commercial Arbitration Rules and will be aired in the Commonwealth of Puerto RicoRules. The arbitration will be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of Panel may not amend or disregard any provision of this Section 9.10 or this Master Agreement. (iv) The decision of the arbitrators shall be in writing and shall state law inconsistent therewith the grounds on which the arbitrators’ decision and any award are based, and how the costs of arbitration shall be borne. The parties agree that the decision of the arbitrators shall be final and binding on both Parties. The decision of the arbitrators shall be carried out voluntarily and without delay. (c) Notwithstanding anything in this Section 9.10 to the contrary, either party can seek specific performance pursuant to Section 9.12 or which would produce other injunctive relief (including a different result. A panel temporary restraining order) to enforce this Master Agreement in any court of three neutral arbitrators will determine the Dispute competent jurisdiction. (d) Except as provided in Section 9.10(c), each of the parties irrevocably agrees that all Disputes regarding the matters specified in Sections 9.10(a) (i) and render (ii) that are not settled by the Parties, shall be finally settled by arbitration pursuant to this Section 9.10. (e) Except (i) as provided in Section 9.10(c), or (ii) for any action necessary to enforce the award of the arbitrators, the Parties agree that the provisions of this Section 9.10 shall be a complete defense to any suit, action or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute. (f) Simple interest on any amount due on any final arbitration award in accordance with shall be paid from the applicable substantive law. If date that arbitration of 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 was demanded 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 pursuant to defendSection 9.10(b), indemnify or hold harmless another party against court proceedings or other Losses. The procedures specified in this section will be from the sole and exclusive procedures for date payment otherwise would have been due if such date is later, until the resolution date of Disputes among the parties arising out payment at a rate of or relating to this Master Agreementeight percent (8 %) per annum; provided, however, that a party may request temporary remedies the amount of simple interest payable with respect to Capped Damages shall be determined 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 circumstancesaccordance with Section 7.4(d).

Dispute Resolution; Arbitration. Except as otherwise provided (a) The parties hereto will act in writing with respect good faith and use commercially reasonable efforts to EVERTEC’s failure to achieve or maintain a Service Level (as such term is defined below)promptly resolve any claim, 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 disagreement arising out of or relating to or in connection with this Master AgreementAgreement or the breach, termination or validity hereof (each a "Dispute") between the parties or any of their respective Subsidiaries or affiliates under or related to this Agreement or any of the transactions contemplated hereby. (b) Upon the written request (a "Request") of any party, the relevant parties shall commence good faith negotiations with the goal of resolving the Dispute on a mutually satisfactory basis. If the Dispute has not been resolved to the satisfaction of all relevant parties within fifteen (15) calendar days after the date on which the Request is delivered, the Dispute shall immediately be referred to senior officers of each relevant party. The senior officers of each party (e.g., chief executive officer and/or chief financial officer or senior or executive vice president) shall meet immediately, and in no case later than 30 calendar days after the date on which the Request is delivered, for a minimum of two business days with a mutually selected mediator and attempt in good faith to negotiate a resolution of the Dispute. If the parties are unable to resolve the Dispute within 35 calendar days after the date on which the Request is delivered, then any relevant party may submit the Dispute to arbitration as the exclusive means of resolving it in accordance with the procedures set forth in this Section. (c) Except as otherwise specified in this Section, any Dispute not resolved through the procedure set forth above shall be finally settled by arbitration in accordance with the Rules and Procedures of the American Arbitration Association (the "Arbitration Rules"), which are deemed to be incorporated by reference herein except as otherwise modified herein. (d) The arbitration situs shall be Wilmington, Delaware, and the laws of the State of Delaware shall be applied. (e) In the event of an arbitration involving two parties, there shall be one arbitrator who shall be jointly nominated by such parties. In the event of an arbitration involving more than two parties, there shall be three arbitrators who shall be jointly nominated by the parties. If the parties fail to so nominate the arbitrators within 30 days from the date when the Dispute is submitted to arbitration pursuant to this Section, at the request of any party, the arbitrator(s) shall be appointed in accordance with the Arbitration Rules. (f) The arbitration hearing shall commence no later than 30 days following the appointment of the sole arbitrator or after the appointment of the last of the three arbitrators, as the case may be, and the final award shall be rendered no later than 30 calendar days following the close of the hearing. (g) Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, provide the other with copies of documents relevant to the issue raised by any claim or counterclaim. Other discovery may be ordered by the panel to the extent the panel deems additional discovery relevant and appropriate, and any dispute regarding discovery, relevance or scope thereof, shall be determined by the panel, which determination shall be conclusive. (h) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, injunctive or other equitable relief or an order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies in aid of arbitration as may be available under the jurisdiction of a national court, the arbitral tribunal shall have full authority to grant provisional remedies and to award damages for the failure of any party to respect the arbitral tribunal's orders to that effect. (i) The award shall be final and binding upon the parties, and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal in connection with the Dispute. Judgment upon any award may be entered in any court having competent jurisdiction thereof. (j) The costs of the arbitration shall be borne as determined in accordance with the Arbitration Rules; provided, however, that to the extent a party may request temporary remedies is non-prevailing or unsuccessful on a claim in a court of law to maintain an arbitration proceeding under this Section, as determined by the status quo arbitrator(s), that party shall pay the prevailing or to protect goods or property until successful party's costs and expenses incurred in connection with the arbitration has initiated of that Dispute, including attorneys' fees and arbitration expenses, whether or not such Dispute is prosecuted to award or judgment. (k) Subject to the receipt of any applicable governmental approval, any monetary award shall be made and promptly payable in U.S. dollars if due in U.S. dollars, free of any deduction or offset, and the selected arbitrator has had arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. The arbitral tribunal shall have the opportunity authority to resolve award any remedy or relief proposed by the request for temporary relief. Each party is required claimants or respondents pursuant to continue to perform its obligations this Agreement, including without limitation, a declaratory judgment, specific performance of any obligation created under this Master Agreement pending final resolution or the issuance of any Dispute arising out of or relating an injunction. The parties to this Master AgreementAgreement have caused this Agreement to be executed and delivered as of the date first above written. SPECIALTYSEMI, unless to do so would be impossible or impracticable under INC., a Delaware corporation By: /s/ XXXXXXXX X. XXXXX XX Name: Xxxxxxxx X. Xxxxx XX Title: President CONEXANT SYSTEMS, INC., a Delaware corporation By: /s/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Chief Executive Officer CARLYLE CAPITAL INVESTORS, L.L.C. a Delaware limited liability company By: /s/ XXXXXXXX X. XXXXX XX Name: Xxxxxxxx X. Xxxxx XX Title: President For purposes of the circumstances.Agreement (including this Exhibit A):

Dispute Resolution; Arbitration. Except as otherwise provided The Parties recognize that disputes may from time to time arise which relate to either Party's rights and obligations hereunder. It is the objective of the Parties to comply with the procedures set forth in writing with respect this Agreement to EVERTEC’s failure use all reasonable efforts to achieve or maintain a Service Level facilitate the resolution of such disputes in an expedient manner by mutual agreement. The Parties agree that, in the first instance, all disputes should be submitted to the Joint Steering Committee for resolution. In the event the Joint Steering Committee is unable to resolve any such dispute within thirty (as such term 30) days after the matter is defined below)first submitted to the Joint Steering Committee, or except as either Party may otherwise be agreed submit the matter to in writing among the parties, any arbitration pursuant to this Section14.1. Any dispute, controversy or claim between EVERTECVasogen and Fxxxxx relating to the breach, on termination, construction, interpretation, application of (or at the one handoccasion of) this Agreement, which cannot be settled by the Joint Steering Committee shall be settled, when permitted by law, by binding arbitration under the following terms and the Popular Parties and their respective Subsidiariesconditions: 14.1.1 either Vasogen or Fxxxxx may demand that a dispute, on the othercontroversy, 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 arbitration. Such demand shall be identified made in a written notice delivered writing to the Popular Parties from time other Party at the notification address set forth in this Agreement; 14.1.2 all matters submitted by Vasogen and Fxxxxx for settlement by binding arbitration shall be decided by a single arbitrator agreeable to time, the Chief Operating Officer, the Chief Financial Officer or the Chief Information Officer both Vasogen and Fxxxxx. If Vasogen and Fxxxxx are unable to agree upon a single arbitrator within a period of BPPR and the Chief Operating Officer or the Chief Financial Officer of Popular. Any Disputes that may remain unresolved for more than ninety fifteen (9015) business days following the receipt transmission by either Party of a Notice of Dispute may be the notice referred to binding arbitration at the request of any party upon written notice to the other. Such arbitration proceeding will in section 14.1.1, an arbitrator shall be administered by the American Arbitration Association appointed in accordance with the then-current Commercial then existing Rules of Conciliation and Arbitration Rules and will of the International Chamber of Commerce (the "Rules"), if for any reason an arbitrator cannot be aired appointed in the Commonwealth of Puerto Rico. The arbitration will be governed by the United States Arbitration Actthis manner, 9 U.S.C. §§ 1-16 this section 14.1.2 shall cease to apply to the exclusion of dispute, controversy or claim in question and 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 Party may apply 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 competent jurisdiction for 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.settlement thereof;

Dispute Resolution; Arbitration. Except as otherwise provided 17.1 If a dispute arises out of or in writing relation to this Agreement, no party may commence court or arbitration proceedings unless it has complied with respect this clause 17. 17.2 A Party to EVERTEC’s failure this Agreement claiming that a dispute has arisen under or in relation to achieve or maintain a Service Level (as such term is defined below), or except as may otherwise be agreed this Agreement must give notice to in writing among the parties, any dispute, controversy or claim between EVERTEC, on other Party specifying the one hand, and the Popular Parties and their respective Subsidiaries, on the other, or against any Representative of one nature of the parties, related to this Master Agreement, and any dispute or claim related to dispute. On receipt of that notice by 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 applicableother Party, 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 Parties’ representatives must endeavour 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 dispute expeditiously and failing agreement within 20 Business Days of the parties hereto who shall negotiate dispute, either Party, by giving notice to the other, may refer the dispute to the Parties’ Chief Executive Officers (or their nominees) who, each party must ensure, must cooperate in good faith to resolve such the dispute within 15 Business Days of the dispute being referred to them. 17.3 If the Chief Executive Officers (or their nominees) fail to resolve the “Resolution Forum”). If a Dispute is not resolved in dispute within 20 Business Days of the Resolution Forumdispute being deferred to them, the Dispute then any remaining 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 finally settled by 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 San Francisco, California, United States in accordance with the then-current Commercial Comprehensive Arbitration Rules and will Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be aired in selected from the Commonwealth appropriate list 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 JAMS arbitrators will determine the Dispute of the parties and render a final award in accordance with such rules. The arbitrator(s) shall have the applicable substantive law. If the Dispute is between EVERTEC, on the one hand, authority to grant specific performance 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 allocate between the Popular PartiesParties the costs of arbitration (including service fees, than each of arbitrator fees and all other fees related to the Popular Parties shall select one neutral arbitrator and, unless those parties agree on a third neutral arbitrator, arbitration) in such two arbitrators shall select equitable manner as the third arbitrator (subject to such limitations, if any, mutually agreed by those parties)arbitrator(s) may determine. Strict confidentiality will govern The prevailing Party in the arbitration proceedingsshall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, including expert witness fees and all information submitted to other expenses) incurred in connection therewith. Judgment upon the arbitrator and the decision or award so rendered may be entered by the arbitrator. Any in a court having jurisdiction or application may enter judgment upon be made to such court for judicial acceptance of any award and an order of enforcement, as the award rendered case may be. Notwithstanding the foregoing, each Party shall have the right to institute an action in any court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator. The terms hereof will not limit any obligation of a party to defendarbitrator(s), 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, provided that a party may request temporary remedies in a court of law to maintain permanent injunction and damages shall only be awarded by 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 circumstancesarbitrator(s).