Dispute resolution clause samples

(a) Referral to Dispute Resolution. If the Issuer, the Owner Trustee, the Indenture Trustee or a Noteholder (the “Requesting Party”) for a Shelf-Eligible Series requests that the Depositor and/or Ford Credit, as Seller under the Receivables Purchase Agreement, repurchase a Receivable due to an alleged breach of a representation and warranty in Section 2.4(a) or in Section 2.3(a) of the Receivables Purchase Agreement (each, a “Repurchase Request”), and the Repurchase Request has not been resolved within 180 days after the Depositor or the Seller receives the Repurchase Request, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration. However, if the Receivable subject to a Repurchase Request was part of a Review and the Review Report showed no Test Fails for the Receivable, the Repurchase Request for the Receivable will be deemed to be resolved. The Requesting Party must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within 90 days after the end of the 180-day period. The Depositor and the Seller agree to participate in the dispute resolution method selected by the Requesting Party.

Section3.7. Dispute Resolution. If a Receivable that was Reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section2.12 of a Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding. The reasonable expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section2.12 of a Sale and Servicing Agreement. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section4.3(d).

Response: We confirm that an investor will be permitted to refer a dispute related to any receivable to dispute resolution. This provision is not intended to be a limitation on an investor’s ability to refer an unresolved repurchase request to dispute resolution. Rather, this statement is intended to create a presumption and establish a burden of proof for any subsequent dispute resolution proceeding for a lease that has been reviewed by the third-party asset representations reviewer and has passed all of the review tests for compliance with the representations and warranties. However, this presumption would not bar an investor from bringing a dispute resolution proceeding on a lease subject to a reallocation request.

13. We note your statement on page 66 that “[a]s an owner of beneficial interests in the notes, you will generally not be entitled to a definitive note representing your interest in the issued notes... References in this prospectus to distributions, reports, notices and statements to noteholders refer to DTC or Cede & Co., as registered holder of the notes, for distribution to you in accordance with DTC procedures.” We further note your statement on page 67 that “[n]ote owners will not be recognized by the indenture trustee as noteholders, as that term is used in the indenture, and note owners will only be permitted to exercise the rights of noteholders indirectly through participants...” Please revise to clarify that, for purposes of the new shelf eligibility requirement under General Instruction I.B.1 of Form SF-3, a “noteholder” is the beneficial owner of the note, rather than DTC or Cede & Co. Please also include a description of the DTC voting guidelines that noteholders must follow to use the asset representations review and the dispute resolution provisions and how those guidelines will operate in connection with the processes outlined for the asset representations review and dispute resolution. Response: We have clarified on pages 66, 118, 119 and 122 that the “note owner” is the beneficial owner of the note for such purposes. We have revised pages 117, 118 and 122 to include such descriptions.

To the extent Comment 4 is requesting that Registrant disclose “adverse” consequences of resolving disputes by arbitration rather than in court, Registrant respectfully disagrees with the premise of the Comment that the MDRP’s arbitration process is inferior or disadvantageous to Thrivent Financial’s members who may be potential claimants. Furthermore, Registrant respectfully notes that arbitration is a favored means of dispute resolution under federal law. As the Supreme Court has explained, “our cases place it beyond dispute that the [Federal Arbitration Act] was designed to promote arbitration,” and Supreme Court cases “have repeatedly described the [Federal Arbitration Act] as embodying a national policy favoring arbitration…and a liberal federal policy favoring arbitration agreements.” AT&T Mobility LLC v. Concepcion, 563U.S.333, 345-346 (2011).The Supreme Court has further explained that “[t]he point of affording parties discretion in designing arbitration processes is to allow for efficient, streamlined procedures tailored to the type of dispute. It can be specified, for example, that the decisionmaker be a specialist in the relevant field, or that proceedings be kept confidential to protect trade secrets. And the informality of arbitral proceedings is itself desirable, reducing the cost and increasing the speed of dispute resolution.” Id. at 344-345.

Section3.14. Dispute Resolution.If a Receivable that was reviewed by the Asset Representations Reviewer is the subject of a Dispute Resolution Proceeding, the Asset Representations Reviewer will participate in the Dispute Resolution Proceeding on request of a party to the proceeding.The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any Dispute Resolution Proceeding will be paid by a party to the Dispute Resolution Proceeding as determined (i) if the Requesting Party selects mediation as the resolution method, as mutually agreed upon by the Representing Party and the Requesting Party as part of the mediation, or if no agreement is reached, at the sole discretion of the mediator, and (ii) if the Requesting Party selects arbitration as the resolution method, in accordance with the final determination of the arbitrator.

Section4.5 Dispute Resolution. (a)Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (“Dispute”) which arises between the Parties shall first be negotiated between appropriate senior executives of each Party who shall have the authority to resolve the matter. Such executives shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies, within ten (10)days of receipt by a Party of written notice of a Dispute, which date of receipt shall be referred to herein as the “Dispute Resolution Commencement Date.” Discussions and correspondence relating to trying to resolve such Dispute shall be treated as confidential information and privileged information of each of AMTD Parent and AMTD International developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in any subsequent proceeding between the Parties.

18.DISPUTE RESOLUTION. In the case of the Requisite Holders dispute the Issuer’s the determination of the VWAP, any adjustment to the terms of conversion of the Note effected by the Issuer pursuant to Section3(c)(ii) or any arithmetic calculations by the Issuer under this Note, the Requisite Holders shall submit to the Issuer their determination or calculations thereof. If the Requisite Holders and the Issuer are unable to agree upon such determination, adjustment or calculation within five (5)Business Days of the submission by the Requisite Holders, then the Issuer shall, within five (5)Business Days thereafter submit (a)the disputed determination of the VWAP, the disputed adjustment to the terms of conversion of the Note effected pursuant to Section3(c)(ii) hereof, as the case may be, to an independent, reputable investment bank (which is ranked in the top twenty (20)investment banks nationally, by revenue) selected by the Issuer and approved by the Requisite Holders, or (b)the disputed arithmetic calculation of the Conversion Rate to the Issuer’s independent, outside accountant, or if such accountant is unwilling, an accountant reasonably satisfactory to the parties (which is ranked in the top twenty (20)accounting firms nationally, by revenue). The Issuer shall cause such investment bank or accountant, as the case may be, to perform the determination, adjustment or calculation, as the case may be, and notify the Issuer and the Holder of the results no later than ten (10)Business Days from the time it receives the disputed determination, adjustment or calculation, as the case may be. The Issuer shall pay the costs and expense of such investment bank or accountant, as applicable, unless determination, adjustment or calculation of such investment bank or accountant is mathematically closer to the Issuer’s determination, adjustment or calculation than the determination, adjustment or calculation submitted by the Requisite Holders, in which case, the costs and expenses of such investment bank or accountant shall be paid by the Requisite Holders. Such investment bank’s or accountant’s determination, adjustment or calculation, as the case may be, shall be binding upon all parties absent demonstrable error. The procedures required by this Section18 are collectively referred to as the “Dispute Resolution Procedures”.

17.DISPUTE RESOLUTION. If the Requisite Holders dispute the Issuer’s determination of the VWAP pursuant this Note, any adjustment to the terms of conversion of the Note effected by the Issuer pursuant to Section3(b)(ii), Section4(b)(i) or Section4(c) or any arithmetic or other calculations by the Issuer under this Note, including, without limitation, any calculation of IRR, the Requisite Holders shall submit to the Issuer their determination or calculations thereof. If the Requisite Holders and the Issuer are unable to agree upon such determination, adjustment or calculation within five (5)Business Days of the submission by the Requisite Holders, then the Issuer shall, within five (5)Business Days thereafter submit (a)the disputed determination of the VWAP, the disputed adjustment to the terms of conversion of the Note effected pursuant to Section3(b)(ii), Section4(b)(i) or Section4(c) hereof, as the case may be, to an independent, reputable investment bank (which is ranked in the top twenty (20)investment banks nationally, by revenue) selected by the Issuer and approved by the Requisite Holders, or (b)the disputed arithmetic or other calculation by the Issuer under this Note to the Issuer’s independent, outside accountant, or if such accountant is unwilling, an accountant reasonably satisfactory to the parties (which is ranked in the top twenty (20)accounting firms nationally, by revenue). The Issuer shall cause such investment bank or accountant, as the case may be, to perform the determination, adjustment or calculation, as the case may be, and notify the Issuer and the Holder of the results no later than ten (10)Business Days from the time it receives the disputed determination, adjustment or calculation, as the case may be. The Issuer shall pay the costs and expense of such investment bank or accountant, as applicable, unless determination, adjustment or calculation of such investment bank or accountant is mathematically closer to the Issuer’s determination, adjustment or calculation than the determination, adjustment or calculation submitted by the Requisite Holders, in which case, the costs and expenses of such investment bank or accountant shall be paid by the Requisite Holders. Such investment bank’s or accountant’s determination, adjustment or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

(a)Referral to Dispute Resolution. If any Requesting Party makes a Repurchase Request, and the Repurchase Request has not fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within [180] days of the Depositor’s or Seller’s receipt thereof, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration. The Requesting Party must commence the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization, in each case within [90] days after the end of such [180]-day period. The Depositor and the Seller agree to participate in the dispute resolution method selected by the Requesting Party. In no event shall the Indenture Trustee be a Requesting Party or pursue dispute resolution unless it is directed to do so by the Noteholders or Note Owners of at least 5.0% of the Note Balance of the Notes, and such Noteholders or Note Owners shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such direction.

(c) Dispute Resolution. The Seller agrees to be bound by the dispute resolution terms in Section 3.17 of the Sale and Servicing Agreement as if they were part of this Agreement.

Section 3.06. Dispute Resolution. If a Review Asset that was the subject of a Review becomes the subject of a dispute resolution proceeding under Section 3.17 of the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid, in the case of (i) an arbitration, by a party to the dispute resolution as determined by the arbitrator for the dispute resolution, and (ii) a mediation, as the parties shall mutually determine, in each case according to Section 3.17 of the Sale and Servicing Agreement. If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer pursuant to Section 4.03(d).

(d) Repurchase Dispute Resolution. The Seller hereby agrees to cooperate with the Issuer and the Indenture Trustee in any ADR Proceeding commenced pursuant to Section2.4(d) of the Sale and Servicing Agreement. The Purchaser hereby agrees to provide the Seller with the opportunity to exercise any rights of the Purchaser pursuant to the Sale and Servicing Agreement with respect to an ADR Proceeding to the extent a dispute relates to the representations and warranties of the Seller contained in Section3.4.

(i)Referral to Dispute Resolution. If the Issuing Entity, the Owner Trustee (acting at the direction of a Certificateholder), the Indenture Trustee, a Noteholder or a Note Owner (the “Requesting Party”) requests that the Seller reallocate a Transaction Unit pursuant to Section 2.3(c) due to an alleged breach of a representation and warranty in Section 2.3(b) (which reallocation request shall provide sufficient detail so as to allow the Seller to reasonably investigate the alleged breach of the representations and warranties in Section 2.3(b); provided that with respect to a reallocation request from a Noteholder or a Note Owner, such reallocation request shall initially be provided to the Indenture Trustee) (each, a “Reallocation Request”), and the Reallocation Request has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by or on behalf of the Seller, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration by filing in accordance with ADR Rules and providing a notice to the Seller. The Requesting Party must start the mediation (including non-binding arbitration) or arbitration proceeding according to the ADR Rules of the ADR Organization within 90 days after the end of the 180-day period. The Seller agrees to participate in the dispute resolution method selected by the Requesting Party. However, if the Transaction Unit subject to a Reallocation Request was part of a Review and the Review Report states no Test Fails for the Transaction Unit, the Reallocation Request for the Transaction Unit will be deemed to have been resolved.

Section 13.5 Dispute Resolution. The Titling Trust agrees to cooperate with the Issuing Entity and the Indenture Trustee in any dispute resolution proceeding pursuant to Section 2.3(d) of the Exchange Note Sale Agreement.

12.12Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall first be subject to resolution through consultation of the parties to such dispute, controversy or claim. Such consultation shall begin within seven (7)days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If within thirty (30)days following the commencement of such consultation the dispute cannot be resolved, the dispute may be submitted to arbitration at any time following such thirty (30)day period upon the request of any Party with notice to the other Parties. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”). There shall be three arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30)days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice Law in Hong Kong. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30)days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration shall be conducted in Chinese. The decision of the arbitration tribunal shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitration tribunal’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees. The parties acknowledge and agree that, in addition to contract damages, the arbitrators may award provisional and final equitable relief, including injunctions, specific performance, and lost profits.

13.2. Dispute Resolution. Any dispute arising from the interpretation and performance of this Agreement shall be settled by the parties hereto through friendly consultation. If such disputes cannot be settled within thirty (30)days after either party hereto sends a written notice to the other party hereto requesting a negotiated settlement, either party hereto may submit the dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules in effect at that time. The place of arbitration shall be Beijing. The arbitration award shall be final and binding on the parties hereto.

5.Dispute Resolution. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30)days of the commencement of such negotiations, such dispute shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in effect at the time of the arbitration, which rules are deemed to be incorporated by reference in this Section4. The arbitration tribunal shall consist of three (3)arbitrators to be appointed according to the HKIAC Rules. The language of the arbitration shall be Chinese. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

25 8.1 Survival. 25 8.2 Successors and Assigns. 25 8.3 Entire Agreement. 25 8.4 Notices. 25 8.5 Amendments and Waivers. 26 8.6 Delays or Omissions. 26 8.7 Finder’s Fees. 26 8.8 Interpretation; Titles and Subtitles. 26 8.9 Counterparts. 26 8.10 Severability. 26 8.11 Confidentiality and Non-Disclosure. 26 8.12 Independent Nature of Investors’ Obligations and Rights. 27 8.13 Further Assurances. 27 8.14 Governing Law. 28 8.15 Dispute Resolution. 28 8.16 Termination of this Agreement. 28 SCHEDULE A-1LIST OF FOUNDER.

10.At the end of the first full paragraph, we note that counsel deleted the sentence that made clear that the limitations of the paragraph did not apply in particular to rights relating to the asset representations reviewer and the dispute resolutions provisions. Please revise the disclosure to clarify that all Certificateholders and Certificate Owners will be able to directly participate in a vote for an asset representations review and dispute resolution. We have revised the prospectus to restore the deleted sentence that made clear that the limitations of the paragraph did not apply in particular to rights relating to the asset representations reviewer and the dispute resolutions provisions.

Section 3.7. Dispute Resolution.If an Asset Review Receivable that was reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 3.4 of the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding.The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution in accordance with Section 3.4 of the Sale and Servicing Agreement.If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(d).