Common use of Resolution of Repurchase Disputes Clause in Contracts

Resolution of Repurchase Disputes. (a) If the Trustee or any Investor Certificateholder (the “Requesting Party”) requests that (i) a Transferor accept reassignment of any Receivable pursuant to the terms of this Agreement due to an alleged breach of a representation or warranty herein or (ii) an Account Owner accept reassignment of any Receivable pursuant to the terms of the applicable Receivables Purchase Agreement due to an alleged breach of a representation or warranty therein (such Transferor or Account Owner, as applicable, the “Representing Party”), and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of notice of such repurchase request by the Representing Party, then the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or non-binding third-party arbitration or to binding third-party arbitration, and the Representing Party shall agree to the selected resolution method. (b) At the conclusion of the 180-day period described in clause (a) above, the Representing Party shall provide notice informing the Requesting Party of the status of its request. However, in the absence of any such notice, the Requesting Party is permitted to presume that its request remains unresolved. (c) In order to exercise its right under clause (a) above, the Requesting Party must provide the Representing Party written notice of its intention to refer the matter to mediation or arbitration within 30 days of the conclusion of the 180-day period described in clause (a) above. If the Requesting Party is an Investor Certificateholder, the Representing Party shall have the right to request from such Requesting Party verification that such Requesting Party is in fact a Holder of a beneficial interest in the Investor Certificates in the form of (x) a written certification from such Investor Certificateholder that it is a Holder of a beneficial interest in an Investor Certificate, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document; provided, however, that if the requesting Investor Certificateholder is a Certificateholder of record on the related Record Date, no such verification of ownership shall be required. (d) If the Requesting Party selects mediation as the resolution method, the mediation shall be administered by a nationally recognized mediation association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s mediation procedures in effect at such time. The fees and expenses of the mediation shall be allocated as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation. The mediator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (e) If the Requesting Party selects third-party arbitration as the resolution method, the third-party arbitration shall be administered by a nationally recognized arbitration association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s arbitration procedures in effect at such time. The arbitrator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by AAA. The arbitrator(s) shall allocate the costs and expenses of the third-party arbitration. (f) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation or non-binding arbitration shall not preclude either party from seeking a resolution through other options available to it, including the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations. By selecting binding arbitration, the Requesting Party shall give up the right to xxx in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration. (g) The following provisions shall apply to both mediations and third-party arbitrations: (i) Any mediation or arbitration shall be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Representing Party. (ii) Notwithstanding this dispute resolution provision, the parties shall have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law. (iii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 4.09, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration shall be admissible in that particular arbitration. Such information shall be kept strictly confidential and shall not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedure), except as otherwise required by law, regulatory requirement or court order. If any party to a dispute resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and shall provide the other party with the opportunity to object to the production of its confidential information. (h) A Requesting Party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but shall have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.

Resolution of Repurchase Disputes. (a) If the Indenture Trustee or any Investor Certificateholder Noteholder (the “Requesting Party”) requests that (i) a the Transferor accept reassignment of any Receivable pursuant to the terms of this Agreement due to an alleged breach of a representation or warranty herein or (ii) an Account Owner accept or TRS accepts reassignment of any Receivable pursuant to the terms of the applicable Receivables Purchase Agreement due to an alleged breach of a representation or warranty therein (such Transferor Transferor, Account Owner or Account OwnerTRS, as applicable, the “Representing Party”), and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of notice of such repurchase request by the Representing Party, then the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or third-party non-binding third-party arbitration or to binding third-party arbitration, and the Representing Party shall agree to the selected resolution method. (b) At the conclusion of the 180-day period described in clause (a) above, the Representing Party shall provide notice informing the Requesting Party of the status of its request. However, in the absence of any such notice, the Requesting Party is permitted to presume that its request remains unresolved. (c) In order to exercise its right under clause (a) above, the Requesting Party must provide the Representing Party written notice of its intention to refer the matter an unresolved repurchase request to mediation or arbitration within 30 days of the conclusion of the 180-day period described in clause (a) above. If the Requesting Party is an Investor Certificateholdera Noteholder, the Representing Party shall have the right to request from such Requesting Party verification that such Requesting Party is in fact a Holder of a beneficial interest in the Investor Certificates Notes in the form of (x) a written certification from such Investor Certificateholder Noteholder that it is a Holder of a beneficial interest in an Investor Certificatea Note, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document; provided, however, that if the requesting Investor Certificateholder Noteholder is a Certificateholder Noteholder of record on the related Record Date, no such verification of ownership shall be required. (d) If the Requesting Party selects mediation as the resolution method, the mediation shall be administered by a nationally recognized mediation association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s mediation procedures in effect at such time. The fees and expenses of the mediation shall be allocated as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation. The mediator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (e) If the Requesting Party selects third-party arbitration as the resolution method, the third-party arbitration shall be administered by a nationally recognized arbitration association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s arbitration procedures in effect at such time. The arbitrator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by AAA. The arbitrator(s) shall allocate the costs and expenses of the third-party arbitration. (f) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation or non-binding arbitration shall not preclude either party from seeking a resolution through other options available to it, including the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations. By selecting binding arbitration, the Requesting Party shall give up the right to xxx in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration. (g) The following provisions shall apply to both mediations and third-party arbitrations: (i) Any mediation or arbitration shall be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Representing Party. (ii) Notwithstanding this dispute resolution provision, the parties shall have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law. (iii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 4.092.18, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration shall be admissible in that particular arbitration. Such information shall be kept strictly confidential and shall not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedureprocedure and who are bound by substantially equivalent confidentiality obligations), except as otherwise . Information shall not be subject to the foregoing obligation of confidentiality (a) to the extent that such information is or becomes publicly available through no wrongful act of the party making the disclosure and (b) to the extent a party is required by to disclose such information under applicable law, regulatory requirement or court order. If any ; provided that such party where reasonably practicable and to a dispute resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential informationthe extent legally permissible, the recipient shall promptly notify provides the other party to the resolution procedure and shall provide with prompt prior notice of the required disclosure so that such other party with the opportunity to may object to the production of its confidential informationinformation or seek a protective order or other appropriate remedy. (h) A Requesting Party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but shall have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.

Resolution of Repurchase Disputes. (a) If the Indenture Trustee or any Investor Certificateholder Noteholder (the “Requesting Party”) requests that (i) a the Transferor accept reassignment of any Receivable pursuant to the terms of this Agreement due to an alleged breach of a representation or warranty herein or (ii) an Account Owner accept or TRS accepts reassignment of any Receivable pursuant to the terms of the applicable Receivables Purchase Agreement due to an alleged breach of a representation or warranty therein (such Transferor Transferor, Account Owner or Account OwnerTRS, as applicable, the “Representing Party”), and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of notice of such repurchase request by the Representing Party, then the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or third-party non-binding third-party arbitration or to binding third-party arbitration, and the Representing Party shall agree to the selected resolution method. (b) At the conclusion of the 180-day period described in clause (a) above, the Representing Party shall provide notice informing the Requesting Party of the status of its request. However, in the absence of any such notice, the Requesting Party is permitted to presume that its request remains unresolved. (c) In order to exercise its right under clause (a) above, the Requesting Party must provide the Representing Party written notice of its intention to refer the matter an unresolved repurchase request to mediation or arbitration within 30 days of the conclusion of the 180-day period described in clause (a) above. If the Requesting Party is an Investor Certificateholdera Noteholder, the Representing Party shall have the right to request from such Requesting Party verification that such Requesting Party is in fact a Holder of a beneficial interest in the Investor Certificates Notes in the form of (x) a written certification from such Investor Certificateholder Noteholder that it is a Holder of a beneficial interest in an Investor Certificatea Note, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document; provided, however, that if the requesting Investor Certificateholder Noteholder is a Certificateholder Noteholder of record on the related Record Date, no such verification of ownership shall be required. (d) If the Requesting Party selects mediation as the resolution method, the mediation shall be administered by a nationally recognized mediation association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s mediation procedures in effect at such time. The fees and expenses of the mediation shall be allocated as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation. The mediator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (e) If the Requesting Party selects third-party arbitration as the resolution method, the third-party arbitration shall be administered by a nationally recognized arbitration association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s arbitration procedures in effect at such time. The arbitrator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by AAA. The arbitrator(s) shall allocate the costs and expenses of the third-party arbitration. (f) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation or non-binding arbitration shall not preclude either party from seeking a resolution through other options available to it, including the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations. By selecting binding arbitration, the Requesting Party shall give up the right to xxx in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration. (g) The following provisions shall apply to both mediations and third-party arbitrations: (i) Any mediation or arbitration shall be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Representing Party. (ii) Notwithstanding this dispute resolution provision, the parties shall have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law. (iii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 4.092.18, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ ' attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration shall be admissible in that particular arbitration. Such information shall be kept strictly confidential and shall not be disclosed or discussed with any third party (excluding a party’s 's attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedureprocedure and who are bound by substantially equivalent confidentiality obligations), except as otherwise . Information shall not be subject to the foregoing obligation of confidentiality (a) to the extent that such information is or becomes publicly available through no wrongful act of the party making the disclosure and (b) to the extent a party is required by to disclose such information under applicable law, regulatory requirement or court order. If any ; provided that such party where reasonably practicable and to a dispute resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential informationthe extent legally permissible, the recipient shall promptly notify provides the other party to the resolution procedure and shall provide with prompt prior notice of the required disclosure so that such other party with the opportunity to may object to the production of its confidential informationinformation or seek a protective order or other appropriate remedy. (h) A Requesting Party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but shall have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.

Resolution of Repurchase Disputes. (a) If [the Indenture Trustee or any Investor Certificateholder Noteholder] (the “Requesting Party”) requests that (i) a the Transferor accept reassignment of any Receivable pursuant to the terms of this Agreement due to an alleged breach of a representation or warranty herein or (ii) an Account Owner accept or TRS accepts reassignment of any Receivable pursuant to the terms of the applicable Receivables Purchase Agreement due to an alleged breach of a representation or warranty therein (such Transferor Transferor, Account Owner or Account OwnerTRS, as applicable, the “Representing Party”), and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of notice of such repurchase request by the Representing Party, then the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or third-party non-binding third-party arbitration or to binding third-party arbitration, and the Representing Party shall agree to the selected resolution method. (b) At the conclusion of the 180-day period described in clause (a) above, the Representing Party shall provide notice informing the Requesting Party of the status of its request. However, in the absence of any such notice, the Requesting Party is permitted to presume that its request remains unresolved. (c) In order to exercise its right under clause (a) above, the Requesting Party must provide the Representing Party written notice of its intention to refer the matter an unresolved repurchase request to mediation or arbitration within 30 days of the conclusion of the 180-day period described in clause (a) above. If the Requesting Party is an Investor Certificateholdera Noteholder, the Representing Party shall have the right to request from such Requesting Party verification that such Requesting Party is in fact a Holder of a beneficial interest in the Investor Certificates Notes in the form of (x) a written certification from such Investor Certificateholder Noteholder that it is a Holder of a beneficial interest in an Investor Certificatea Note, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document; provided, however, that if the requesting Investor Certificateholder Noteholder is a Certificateholder Noteholder of record on the related Record Date, no such verification of ownership shall be required. (d) If the Requesting Party selects mediation as the resolution method, the mediation shall be administered by a nationally recognized mediation association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s mediation procedures in effect at such time. The fees and expenses of the mediation shall be allocated as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation. The mediator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (e) If the Requesting Party selects third-party arbitration as the resolution method, the third-party arbitration shall be administered by a nationally recognized arbitration association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s arbitration procedures in effect at such time. The arbitrator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by AAA. The arbitrator(s) shall allocate the costs and expenses of the third-party arbitration. By selecting arbitration, the Requesting Party shall give up the right to xxx in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration. (f) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation or non-binding arbitration shall not preclude either party from seeking a resolution through other options available to it, including the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations. By selecting binding arbitration, the Requesting Party shall give up the right to xxx in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration. (g) The following provisions shall apply to both mediations and third-party arbitrations: (i) Any mediation or arbitration shall be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Representing Party. (ii) Notwithstanding this dispute resolution provision, the parties shall have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law. (iii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 4.092.18, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration shall be admissible in that particular arbitration. Such information shall be kept strictly confidential and shall not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedureprocedure and who are bound by substantially equivalent confidentiality obligations), except as otherwise . Information shall not be subject to the foregoing obligation of confidentiality (a) to the extent that such information is or becomes publicly available through no wrongful act of the party making the disclosure and (b) to the extent a party is required by to disclose such information under applicable law, regulatory requirement or court order. If any ; provided that such party where reasonably practicable and to a dispute resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential informationthe extent legally permissible, the recipient shall promptly notify provides the other party to the resolution procedure and shall provide with prompt prior notice of the required disclosure so that such other party with the opportunity to may object to the production of its confidential informationinformation or seek a protective order or other appropriate remedy. (h) A Requesting Party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but shall have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.

Resolution of Repurchase Disputes. (a) If [the Trustee or any Investor Certificateholder Certificateholder] (the “Requesting Party”) requests that (i) a Transferor accept reassignment of any Receivable pursuant to the terms of this Agreement due to an alleged breach of a representation or warranty herein or (ii) an Account Owner accept reassignment of any Receivable pursuant to the terms of the applicable Receivables Purchase Agreement due to an alleged breach of a representation or warranty therein (such Transferor or Account Owner, as applicable, the “Representing Party”), and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of notice of such repurchase request by the Representing Party, then the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or non-binding third-party arbitration or to binding third-party arbitration, and the Representing Party shall agree to the selected resolution method. (b) At the conclusion of the 180-day period described in clause (a) above, the Representing Party shall provide notice informing the Requesting Party of the status of its request. However, in the absence of any such notice, the Requesting Party is permitted to presume that its request remains unresolved. (c) In order to exercise its right under clause (a) above, the Requesting Party must provide the Representing Party written notice of its intention to refer the matter an unresolved repurchase request to mediation or arbitration within 30 days of the conclusion of the 180-day period described in clause (a) above. If the Requesting Party is an Investor Certificateholder, the Representing Party shall have the right to request from such Requesting Party verification that such Requesting Party is in fact a Holder of a beneficial interest in the Investor Certificates in the form of (x) a written certification from such Investor Certificateholder that it is a Holder of a beneficial interest in an Investor Certificate, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document; provided, however, that if the requesting Investor Certificateholder is a Certificateholder of record on the related Record Date, no such verification of ownership shall be required. (d) If the Requesting Party selects mediation as the resolution method, the mediation shall be administered by a nationally recognized mediation association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s mediation procedures in effect at such time. The fees and expenses of the mediation shall be allocated as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation. The mediator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (e) If the Requesting Party selects third-party arbitration as the resolution method, the third-party arbitration shall be administered by a nationally recognized arbitration association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s arbitration procedures in effect at such time. The arbitrator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York Xxxxx xx Xxx Xxxx that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by AAA. The arbitrator(s) shall allocate determine the allocation of the costs and expenses of the third-party arbitration. (f) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation or non-binding arbitration shall not preclude either party from seeking a resolution through other options available to it, including the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations. By selecting binding arbitration, the Requesting Party shall give up the right to xxx in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration. (g) The following provisions shall apply to both mediations and third-party arbitrations: (i) Any mediation or arbitration shall be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Representing Party. (ii) Notwithstanding this dispute resolution provision, the parties shall have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law. (iii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 4.09, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration shall be admissible in that particular arbitration. Such information shall be kept strictly confidential and shall not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedureprocedure and who are bound by substantially equivalent confidentiality obligations), except as otherwise . Information shall not be subject to the foregoing obligation of confidentiality (a) to the extent that such information is or becomes publicly available through no wrongful act of the party making the disclosure and (b) to the extent a party is required by to disclose such information under applicable law, regulatory requirement or court order. If any ; provided that such party where reasonably practicable and to a dispute resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential informationthe extent legally permissible, the recipient shall promptly notify provides the other party to the resolution procedure and shall provide with prompt prior notice of the required disclosure so that such other party with the opportunity to may object to the production of its confidential informationinformation or seek a protective order or other appropriate remedy. (h) A Requesting Party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but shall have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.

Resolution of Repurchase Disputes. (a) If [the Trustee or any Investor Certificateholder Certificateholder] (the “Requesting Party”) requests that (i) a Transferor accept reassignment of any Receivable pursuant to the terms of this Agreement due to an alleged breach of a representation or warranty herein or (ii) an Account Owner accept reassignment of any Receivable pursuant to the terms of the applicable Receivables Purchase Agreement due to an alleged breach of a representation or warranty therein (such Transferor or Account Owner, as applicable, the “Representing Party”), and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of notice of such repurchase request by the Representing Party, then the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or non-binding third-party arbitration or to binding third-party arbitration, and the Representing Party shall agree to the selected resolution method. (b) At the conclusion of the 180-day period described in clause (a) above, the Representing Party shall provide notice informing the Requesting Party of the status of its request. However, in the absence of any such notice, the Requesting Party is permitted to presume that its request remains unresolved. (c) In order to exercise its right under clause (a) above, the Requesting Party must provide the Representing Party written notice of its intention to refer the matter an unresolved repurchase request to mediation or arbitration within 30 days of the conclusion filing of the Distribution Report on Form 10-D relating to the Monthly Period during which the 180-day period described in clause (a) aboveabove concludes. If the Requesting Party is an Investor Certificateholder, the Representing Party shall have the right to request from such Requesting Party verification that such Requesting Party is in fact a Holder of a beneficial interest in the Investor Certificates in the form of (x) a written certification from such Investor Certificateholder that it is a Holder of a beneficial interest in an Investor Certificate, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document; provided, however, that if the requesting Investor Certificateholder is a Certificateholder of record on the related Record Date, no such verification of ownership shall be required. (dc) If the Requesting Party selects mediation as the resolution method, the mediation shall be administered by a nationally recognized mediation association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s mediation procedures in effect at such time. The fees and expenses of the mediation shall be allocated as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation. The mediator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (ed) If the Requesting Party selects third-party arbitration as the resolution method, the third-party arbitration shall be administered by a nationally recognized arbitration association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s arbitration procedures in effect at such time. The arbitrator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York Xxxxx xx Xxx Xxxx that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by AAA. The arbitrator(s) shall allocate determine the allocation of the costs and expenses of the third-party arbitration. (fe) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation or non-binding arbitration shall not preclude either party from seeking a resolution through other options available to it, including the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations. By selecting binding arbitration, the Requesting Party shall give up the right to xxx in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration. (gf) The following provisions shall apply to both mediations and third-party arbitrations: (i) Any mediation or arbitration shall be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Representing Party. (ii) Notwithstanding this dispute resolution provision, the parties shall have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law. (iii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 4.09, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration shall be admissible in that particular arbitration. Such information shall be kept strictly confidential and shall not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedureprocedure and who are bound by substantially equivalent confidentiality obligations), except as otherwise . Information shall not be subject to the foregoing obligation of confidentiality (a) to the extent that such information is or becomes publicly available through no wrongful act of the party making the disclosure and (b) to the extent a party is required by to disclose such information under applicable law, regulatory requirement or court order. If any ; provided that such party where reasonably practicable and to a dispute resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential informationthe extent legally permissible, the recipient shall promptly notify provides the other party to the resolution procedure and shall provide with prompt prior notice of the required disclosure so that such other party with the opportunity to may object to the production of its confidential informationinformation or seek a protective order or other appropriate remedy. (hg) A Requesting Party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but shall have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.

Resolution of Repurchase Disputes. (a) If [the Indenture Trustee or any Investor Certificateholder Noteholder] (the “Requesting Party”) requests that (i) a the Transferor accept reassignment of any Receivable pursuant to the terms of this Agreement due to an alleged breach of a representation or warranty herein or (ii) an Account Owner accept or TRS accepts reassignment of any Receivable pursuant to the terms of the applicable Receivables Purchase Agreement due to an alleged breach of a representation or warranty therein (such Transferor Transferor, Account Owner or Account OwnerTRS, as applicable, the “Representing Party”), and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of notice of such repurchase request by the Representing Party, then the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or third-party non-binding third-party arbitration or to binding third-party arbitration, and the Representing Party shall agree to the selected resolution method. (b) At the conclusion of the 180-day period described in clause (a) above, the Representing Party shall provide notice informing the Requesting Party of the status of its request. However, in the absence of any such notice, the Requesting Party is permitted to presume that its request remains unresolved. (c) In order to exercise its right under clause (a) above, the Requesting Party must provide the Representing Party written notice of its intention to refer the matter an unresolved repurchase request to mediation or arbitration within 30 days of the conclusion of the 180-day period described in clause (a) above. If the Requesting Party is an Investor Certificateholdera Noteholder, the Representing Party shall have the right to request from such Requesting Party verification that such Requesting Party is in fact a Holder of a beneficial interest in the Investor Certificates Notes in the form of (x) a written certification from such Investor Certificateholder Noteholder that it is a Holder of a beneficial interest in an Investor Certificatea Note, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document; provided, however, that if the requesting Investor Certificateholder Noteholder is a Certificateholder Noteholder of record on the related Record Date, no such verification of ownership shall be required. (d) If the Requesting Party selects mediation as the resolution method, the mediation shall be administered by a nationally recognized mediation association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s mediation procedures in effect at such time. The fees and expenses of the mediation shall be allocated as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation. The mediator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (e) If the Requesting Party selects third-party arbitration as the resolution method, the third-party arbitration shall be administered by a nationally recognized arbitration association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s arbitration procedures in effect at such time. The arbitrator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by AAA. The arbitrator(s) shall allocate the costs and expenses of the third-party arbitration. (f) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation or non-binding arbitration shall not preclude either party from seeking a resolution through other options available to it, including the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations. By selecting binding arbitration, the Requesting Party shall give up the right to xxx in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration. (g) The following provisions shall apply to both mediations and third-party arbitrations: (i) Any mediation or arbitration shall be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Representing Party. (ii) Notwithstanding this dispute resolution provision, the parties shall have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law. (iii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 4.092.18, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration shall be admissible in that particular arbitration. Such information shall be kept strictly confidential and shall not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedureprocedure and who are bound by substantially equivalent confidentiality obligations), except as otherwise . Information shall not be subject to the foregoing obligation of confidentiality (a) to the extent that such information is or becomes publicly available through no wrongful act of the party making the disclosure and (b) to the extent a party is required by to disclose such information under applicable law, regulatory requirement or court order. If any ; provided that such party where reasonably practicable and to a dispute resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential informationthe extent legally permissible, the recipient shall promptly notify provides the other party to the resolution procedure and shall provide with prompt prior notice of the required disclosure so that such other party with the opportunity to may object to the production of its confidential informationinformation or seek a protective order or other appropriate remedy. (h) A Requesting Party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but shall have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.

Resolution of Repurchase Disputes. (a) If [the Trustee or any Investor Certificateholder Certificateholder] (the “Requesting Party”) requests that (i) a Transferor accept reassignment of any Receivable pursuant to the terms of this Agreement due to an alleged breach of a representation or warranty herein or (ii) an Account Owner accept reassignment of any Receivable pursuant to the terms of the applicable Receivables Purchase Agreement due to an alleged breach of a representation or warranty therein (such Transferor or Account Owner, as applicable, the “Representing Party”), and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of notice of such repurchase request by the Representing Party, then the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or non-binding third-party arbitration or to binding third-party arbitration, and the Representing Party shall agree to the selected resolution method. (b) At the conclusion of the 180-day period described in clause (a) above, the Representing Party shall provide notice informing the Requesting Party of the status of its request. However, in the absence of any such notice, the Requesting Party is permitted to presume that its request remains unresolved. (c) In order to exercise its right under clause (asubsection 4.09(a) above, the Requesting Party must provide the Representing Party written notice of its intention to refer the matter to mediation or arbitration within 30 days of the conclusion of the 180-day period described in clause (a) above. If the Requesting Party is an Investor Certificateholder, the Representing Party shall have the right to request from such Requesting Party verification that such Requesting Party is in fact a Holder of a beneficial interest in the Investor Certificates in the form of (x) a written certification from such Investor Certificateholder that it is a Holder of a beneficial interest in an Investor Certificate, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document; provided, however, that if the requesting Investor Certificateholder is a Certificateholder of record on the related Record Date, no such verification of ownership shall be required. (dc) If the Requesting Party selects mediation as the resolution method, the mediation shall be administered by a nationally recognized mediation association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s mediation procedures in effect at such time. The fees and expenses of the mediation shall be allocated as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation. The mediator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (ed) If the Requesting Party selects third-party arbitration as the resolution method, the third-party arbitration shall be administered by a nationally recognized arbitration association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s arbitration procedures in effect at such time. The arbitrator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York Xxxxx xx Xxx Xxxx that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by AAA. The arbitrator(s) shall allocate determine the allocation of the costs and expenses of the third-party arbitration. (f) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation or non-binding arbitration shall not preclude either party from seeking a resolution through other options available to it, including the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations. By selecting binding arbitration, the Requesting Party shall give up the right to xxx in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration. (ge) The following provisions shall apply to both mediations and third-party arbitrations: (i) Any mediation or arbitration shall be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Representing Party. (ii) Notwithstanding this dispute resolution provision, the parties shall have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law. (iii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 4.09, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration shall be admissible in that particular arbitration. Such information shall be kept strictly confidential and shall not be disclosed or discussed with any third party (excluding a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedure), except as otherwise required by law, regulatory requirement or court order. If any party to a dispute resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and shall provide the other party with the opportunity to object to the production of its confidential information. (hf) A Requesting Party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but shall have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.

Resolution of Repurchase Disputes. (a) If the Trustee or any Investor Certificateholder (the “Requesting Party”) requests that (i) a Transferor accept reassignment of any Receivable pursuant to the terms of this Agreement due to an alleged breach of a representation or warranty herein or (ii) an Account Owner accept reassignment of any Receivable pursuant to the terms of the applicable Receivables Purchase Agreement due to an alleged breach of a representation or warranty therein (such Transferor or Account Owner, as applicable, the “Representing Party”), and the repurchase request has not been fulfilled or otherwise resolved within 180 days of the receipt of notice of such repurchase request by the Representing Party, then the Requesting Party shall have the right to refer the matter, at its discretion, to either mediation or non-binding third-party arbitration or to binding third-party arbitration, and the Representing Party shall agree to the selected resolution method. (b) At the conclusion of the 180-day period described in clause (a) above, the Representing Party shall provide notice informing the Requesting Party of the status of its request. However, in the absence of any such notice, the Requesting Party is permitted to presume that its request remains unresolved. (c) In order to exercise its right under clause (a) above, the Requesting Party must provide the Representing Party written notice of its intention to refer the matter to mediation or arbitration within 30 days of the conclusion of the 180-day period described in clause (a) above. If the Requesting Party is an Investor Certificateholder, the Representing Party shall have the right to request from such Requesting Party verification that such Requesting Party is in fact a Holder of a beneficial interest in the Investor Certificates in the form of (x) a written certification from such Investor Certificateholder that it is a Holder of a beneficial interest in an Investor Certificate, and (y) one other form of documentation such as a trade confirmation, an account statement, a letter from the broker or dealer, or other similar document; provided, however, that if the requesting Investor Certificateholder is a Certificateholder of record on the related Record Date, no such verification of ownership shall be required. (d) If the Requesting Party selects mediation as the resolution method, the mediation shall be administered by a nationally recognized mediation association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s mediation procedures in effect at such time. The fees and expenses of the mediation shall be allocated as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation. The mediator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by the American Arbitration Association (the “AAA”). (e) If the Requesting Party selects third-party arbitration as the resolution method, the third-party arbitration shall be administered by a nationally recognized arbitration association mutually agreed upon by the Representing Party and the Requesting Party and shall be conducted in accordance with such association’s arbitration procedures in effect at such time. The arbitrator(s) shall be impartial and knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase dispute and shall be appointed from a list of neutrals maintained by AAA. The arbitrator(s) shall allocate the costs and expenses of the third-party arbitration. (f) A failure by the Requesting Party and the Representing Party to resolve a disputed matter through mediation or non-binding arbitration shall not preclude either party from seeking a resolution through other options available to it, including the initiation of a judicial proceeding in a court of competent jurisdiction, subject to the provisions specified below as applicable to both mediations and arbitrations. By selecting binding arbitration, the Requesting Party shall give up the right to xxx in court, including the right to a trial by jury. No person may bring a putative or certified class action to arbitration. (g) The following provisions shall apply to both mediations and third-party arbitrations: (i) Any mediation or arbitration shall be held in New York, New York or such other location mutually agreed to by the Requesting Party and the Representing Party. (ii) Notwithstanding this dispute resolution provision, the parties shall have the right to seek provisional or ancillary relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by law. (iii) The details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 4.09, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ ' attempt to informally resolve an unfulfilled repurchase request, and any discovery taken in connection with any arbitration, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding; provided, however, that any discovery taken in any arbitration shall be admissible in that particular arbitration. Such information shall be kept strictly confidential and shall not be disclosed or discussed with any third party (excluding a party’s 's attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with the related resolution procedure), except as otherwise required by law, regulatory requirement or court order. If any party to a dispute resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and shall provide the other party with the opportunity to object to the production of its confidential information. (h) A Requesting Party may not initiate a mediation or arbitration as described above with respect to a receivable that is, or has been, the subject of an ongoing or previous mediation or arbitration (whether by that Requesting Party or another Requesting Party) but shall have the right to join an existing mediation or arbitration with respect to that receivable if the mediation or arbitration has not yet concluded.