Common use of Disputed Calculations Clause in Contracts

Disputed Calculations. Paragraph 8 is replaced in its entirety with the following: (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand for Performance Assurance is made by the Secured Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Secured Party, then the Pledging Party shall pay the amount of the Performance Assurance and pursue remedies under the Agreement. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand to reduce Performance Assurance is made by the Pledging Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Pledging Party, then the Pledging Party shall pursue remedies under the Agreement.

Disputed Calculations. Paragraph 8 is replaced in its entirety with the followingentirety, as follows: (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand for Performance Assurance is made received by the Secured Pledging Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Secured Pledging Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Mark-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Mark-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Mark-to-Market Value thereof, and the Secured Party shall inform the Pledging Party shall pay the amount of the results of such recalculation (in reasonable detail). Performance Assurance and pursue remedies under shall thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Pledging Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand to reduce Performance Assurance is made received by the Pledging Secured Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Pledging Secured Party, then the Pledging Secured Party’s Net Exposure shall be recalculated by each Party shall pursue remedies under the Agreement.requesting quotations from one (1) Reference Market-Maker within two

Disputed Calculations. Paragraph 8 is replaced in its entirety with the followingentirety, as follows: (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand for Performance Assurance is made received by the Secured Pledging Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Secured Pledging Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Xxxx-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Xxxx-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Xxxx-to-Market Value thereof, and the Secured Party shall inform the Pledging Party shall pay the amount of the results of such recalculation (in reasonable detail). Performance Assurance and pursue remedies under shall thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Pledging Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand to reduce Performance Assurance is made received by the Pledging Secured Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Pledging Secured Party, then the Pledging Secured Party’s Net Exposure shall be recalculated by each Party shall pursue remedies under the Agreement.requesting quotations from one (1) Reference Market-Maker within two

Disputed Calculations. Paragraph 8 is replaced in its entirety with the followingentirety, as follows: (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand for Performance Assurance is made received by the Secured Pledging Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Secured Pledging Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Mark-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Mark-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Mark-to-Market Value thereof, and the Secured Party shall inform the Pledging Party shall pay the amount of the results of such recalculation (in reasonable detail). Performance Assurance and pursue remedies under shall thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Pledging Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand to reduce Performance Assurance is made received by the Pledging Secured Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Pledging Secured Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Mark-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Mark-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Mark-to-Market Value thereof, and the Secured Party shall inform the Pledging Party of the results of such recalculation (in reasonable detail). Performance Assurance shall pursue remedies under thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation.”

Disputed Calculations. Paragraph 8 is replaced in its entirety with the following: (a) If the Pledging Party disputes Group shall dispute the amount of Performance Assurance requested by the Secured Party Group and such dispute relates to the amount of the Net Exposure claimed by the Secured PartyGroup, then the Pledging Party Group shall (i) notify the Secured Party Group of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand for Performance Assurance is made by the Secured Party pursuant to Paragraph 4Group, and (ii) provide Performance Assurance to or for the benefit of the Secured Party Group in an amount equal to the Pledging PartyGroup's own estimate, made in good faith and in a commercially reasonable manner, of its Collateral Requirement. If Secured Group shall dispute the amount of Performance Assurance to be reduced by Secured Group and such dispute relates to the amount of the Net Exposure claimed by Secured Group, then Secured Group shall (i) notify Pledging Party’s Collateral Requirement Group of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand to reduce Performance Assurance is made by Pledging Group, and (ii) effect the reduction of Performance Assurance to or for the benefit of Pledging Group in accordance with Paragraph 4. an amount equal to Secured Group's own estimate, made in good faith and in a commercially reasonable manner, of Pledging Group's Collateral. (b) In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Secured Party, then the Pledging Party shall pay the amount of the Performance Assurance and pursue remedies under the Agreement. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand was made, then Secured Group shall recalculate its Net Exposure by requesting quotations from two Reference Market-makers for the purpose of recalculating the Exposure of each Transaction in respect of which the Parties disagree (taking the arithmetic average of those obtained to reduce obtain the average Exposure). Secured Group shall forthwith inform Pledging Group of the results of such recalculation in reasonable detail. Performance Assurance is made by shall thereupon be provided, returned, or reduced, if necessary, on the Pledging Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement next Business Day in accordance with Paragraph 5(a). In all the results of such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Pledging Party, then the Pledging Party shall pursue remedies under the Agreementrecalculation.

Disputed Calculations. Paragraph 8 is replaced in its entirety with the followingentirety, as follows: (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand for Performance Assurance is made received by the Secured Pledging Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Secured Pledging Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Xxxx-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Xxxx-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Xxxx-to-Market Value thereof, and the Secured Party shall inform the Pledging Party shall pay the amount of the results of such recalculation (in reasonable detail). Performance Assurance and pursue remedies under shall thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging SecuredPledging Party and such dispute relates to the amount of the Net Exposure claimed by the Secured SecuredPledging Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand to reduce Performance Assurance is made received by the Pledging Secured Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Pledging Secured Party, then the Pledging Secured Party’s Net Exposure shall be recalculated by each Party shall pursue remedies under the Agreement.requesting quotations from one (1) Reference Market-Maker within two

Disputed Calculations. Paragraph 8 is replaced in its entirety with the followingentirety, as follows: (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand for Performance Assurance is made received by the Secured Pledging Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Secured Pledging Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Xxxx-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Xxxx-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Xxxx-to- Market Value thereof, and the Secured Party shall inform the Pledging Party shall pay the amount of the results of such recalculation (in reasonable detail). Performance Assurance and pursue remedies under shall thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Pledging Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand to reduce Performance Assurance is made received by the Pledging Secured Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Pledging Secured Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Xxxx-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Xxxx-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Xxxx- to-Market Value thereof, and the Secured Party shall inform the Pledging Party of the results of such recalculation (in reasonable detail). Performance Assurance shall pursue remedies under thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation.”

Disputed Calculations. Paragraph 8 is replaced in its entirety with the following: (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand for Performance Assurance is made by the Secured Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Secured Party, then the Pledging Party shall pay the amount of the Performance Assurance requested by the Secured Party and pursue remedies under the Agreement. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Business Day following the date that the demand to reduce Performance Assurance is made by the Pledging Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Pledging Party, then the Pledging Party shall pursue remedies under the Agreement.

Disputed Calculations. Paragraph 8 is replaced in its entirety with the followingentirety, as follows: (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand for Performance Assurance is made received by the Secured Pledging Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Secured Pledging Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Xxxx-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Xxxx-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Xxxx-to-Market Value thereof, and the Secured Party shall inform the Pledging Party shall pay the amount of the results of such recalculation (in reasonable detail). Performance Assurance and pursue remedies under shall thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand to reduce Performance Assurance is made received by the Pledging Secured Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Pledging Secured Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Xxxx-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Xxxx-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Xxxx-to-Market Value thereof, and the Secured Party shall inform the Pledging Party of the results of such recalculation (in reasonable detail). Performance Assurance shall pursue remedies under thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation.”

Disputed Calculations. Paragraph 8 is replaced in its entirety with the following: (a) If the Pledging any Party disputes the amount of Performance Assurance requested by (and/or the Secured Party amount of Performance Assurance to be returned) and such dispute relates to the amount of the Net Exposure claimed by the Secured PartyCollateral Requirements, then the Pledging such objecting Party shall (i) notify the Secured Party that made such calculation of the existence and nature of the dispute not later than the Notification Time 5:00 p.m. at the place of delivery on the first second Business Day following the date that the demand for Performance Assurance is notice of such calculation has been made by the Secured Party pursuant to Paragraph 4Calculating Party, and (ii) provide Performance Assurance to or for the benefit of Calculating Party with the Secured Party in an amount equal to the Pledging disputing Party's own estimatecalculation, made in good faith and in a commercially reasonable manner, of such amount; and (iii) if any payment, provision of Performance Assurance, or other action is required to be taken with respect to such amount, the disputing Party or the Calculating Party, as applicable shall take such action with respect to the undisputed portion of such amount. Notwithstanding the foregoing sentence, in no event shall a disputing Party be entitled to forestall a Secured Party from holding and realizing against Performance Assurance held by it or on its behalf in the event of a Default by the Pledging Party’s Collateral Requirement , in accordance which event, Secured Party shall be entitled to act with Paragraph 4. In all respect to the entire Final Settlement Amount reasonably calculated by it in good faith, and such cases, the dispute shall be subject to resolution as set forth below. (b) The Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Secured Party, then the Pledging Party shall pay the amount notice of the Performance Assurance and pursue remedies under the Agreement. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Partywas made, then the Secured Party's Collateral Requirements shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker (or Kiodex at the option of such Party) within two (2) Business Days (taking the arithmetic average of the two quotes obtained to obtain the average Settlement Amount; provided, that, if only one (1) quotation can be obtained by the Parties, then that quotation shall be used) for the purpose of recalculating the Settlement Amount of each Transaction in respect of which the Parties disagree as to the Settlement Amount for purposes of determining the Collateral Requirements in accordance with Paragraph 3(b), and the Secured Party shall (i) notify inform the Pledging Party of the existence and nature results of the dispute not later than the Notification Time such recalculation (in reasonable detail). Eligible Collateral/Performance Assurance shall thereupon be provided, returned, or reduced, if necessary, on the first next Business Day following the date that the demand to reduce Performance Assurance is made by the Pledging Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all the results of such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Business Day following the date that the demand is made by the Pledging Party, then the Pledging Party shall pursue remedies under the Agreementrecalculation.

Disputed Calculations. Paragraph 8 is replaced in its entirety with the followingentirety, as follows: (a) If the Pledging Party disputes the amount of Performance Assurance requested by the Secured Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Party, then the Pledging Party shall (i) notify the Secured Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand for Performance Assurance is made received by the Secured Pledging Party pursuant to Paragraph 4, and (ii) provide Performance Assurance to or for the benefit of the Secured Party in an amount equal to the Pledging Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 4. In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Secured Pledging Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Xxxx-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Xxxx-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Xxxx-to-Market Value thereof, and the Secured Party shall inform the Pledging Party shall pay the amount of the results of such recalculation (in reasonable detail). Performance Assurance and pursue remedies under shall thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation. (b) If the Secured Party disputes the amount of Performance Assurance to be reduced by the Pledging Party and such dispute relates to the amount of the Net Exposure claimed by the Secured Pledging Party, then the Secured Party shall (i) notify the Pledging Party of the existence and nature of the dispute not later than the Notification Time on the first Local Business Day following the date that the demand to reduce Performance Assurance is made received by the Pledging Secured Party pursuant to Paragraph 5(a), and (ii) effect the reduction of Performance Assurance to or for the benefit of the Pledging Party in an amount equal to the Secured Party's ’s own estimate, made in good faith and in a commercially reasonable manner, of the Pledging Party’s Collateral Requirement in accordance with Paragraph 5(a). In all such cases, the Parties thereafter shall promptly consult with each other in order to reconcile the two conflicting amounts. If the Parties have not been able to resolve their dispute on or before the second Local Business Day following the date that the demand notice of the dispute is made by the Pledging Secured Party, then the Secured Party’s Net Exposure shall be recalculated by each Party requesting quotations from one (1) Reference Market-Maker within two (2) Local Business Days (taking the arithmetic average of those obtained to obtain the average Current Xxxx-to-Market Value; provided, that, if only one (1) quotation can be obtained, then that quotation shall be used) for the purpose of recalculating the Current Xxxx-to-Market Value of each Transaction in respect of which the Parties disagree as to the Current Xxxx-to-Market Value thereof, and the Secured Party shall inform the Pledging Party of the results of such recalculation (in reasonable detail). Performance Assurance shall pursue remedies under thereupon be provided, returned, or reduced, if necessary, on the Agreementnext Local Business Day in accordance with the results of such recalculation.”