EFTA01368387.pdf

7.3 If Client wishes to dispute a Valuation Amount calculated pursuant to Section 7.!,it must provide written notice to DB by the end of the first husiness day following the dale on which Client received such Valuation Amount. and such notice must include Client's own calculations of the disputed Valuation Amount. determined in good faith and using commercially reasonable procedures in order to product a commercially reasonable result. 7.4 if Client submits written notice to DB of a disputed Valuation Amount pursuant to Section 7.3 above, then (A) the parties will consult with each other in an attempt to resolve the dispute; and (B) if the parties fail to resolve the dispute in a timely fashion, then DB shall recalculate the Valuation Amount as of the date of such Valuation Amount's original calculation by seeking, four actual quotations at mid-market as of such date from four leading dealers in the relevant market selected by DB in good faith, and taking the arithmetic average of the quotes so obtained, provided that it' fewer than four quotes am available, then fewer than four quotations may 6e used, and if no quotations are available, then DB's original ValuatIon Amount will be used. 7.5 DB and Clientagree that the calculation of Valuation Amounts pursuant to this Section 7 is solely for purposes of compliance by DB with certain conduct of business requirements under the CEA and CFTC Regulations. S. DISPUTE RESOLUTION PROCEDURE. 8.1 DB and Client agree that they will use the procedures set out in this Section 8 to *identify and resolve Disputes between them. (a) Either pony may identify a Dispute by sending a Dispute Notice to the other party. (b) On or rollowing the Dispute.Date, the parties will consult in good faith in an attempt to resolve the Dispute in a timely manner, including, without limitation. by exchanging any relevant information and by identifying end using any Agreed Process which can be applied in the subject of the Dispute or, where no such. Agreed Process exists or the parties agree that such Agreed Process would be unsuitable, determining and applying a resolution method (Sr the Dispute. With respect to any Dispute that is not resolved within five business days of the Dispute Date, refer issues internally to appropriately senior members of staff of such party or of its Affiliate, achiiser or agent in addition to actions under paragraph (b) above (including actions under any Agreed Process identified and used under paragraph (b) above) and to the extent such relentl has not mound as a result ofaction under paragraph (b) above (including any Agreed Process). 8.2 Each party agrees that, to the extent the Dispute Resolution Risk Mitigation Techniques apply to such party, it will have internal procedures and processes in place to record And monitor any Dispute for as long as the Dispute remains outstanding. S.3 The procedures set out in this Section 8 and any action or inaction of either party in rrycet of it are without prejudice to any rights or obligators the panics may possess in respect of each other under any Agreed Process or other contractual agreement, by operation of law or otherwise. Action or inaction by a party in respect of this Section 8 will not be presumed to operate as an exercise or waiver, in whole or part, of any right, power or privilege such party may possess in respect of each other under any Agreed Process or other contractual agreement, by operation of law or otherwise. in particular, but without limitation, (X) the parties inay seek to identify and resolve issues and discrepancies between themselves before either party deliver' a Dispute Notice; and (Y) nothing in this Section 8 obliges a party to deliver a Dispute Notice following the 4.19Stros PART B -PAGE 8 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0060111 CONFIDENTIAL SDNY_GM_00206295 EFTA01368387