Common use of Disagreements Clause in Contracts

Disagreements. (a) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of Disagreement”) to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation of any amounts set forth in the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”). If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination.

Disagreements. (a) Within thirty (30) calendar days following receipt by In the Assuming Bank of the Pro forma statement contemplated by Section 8.1event it disagrees with any Monthly Statement, the Assuming Bank Recipient shall have the right to dispute all or any portion of such Pro forma statement by giving give Service Provider written notice thereof (a the “Notice of Disagreement”) as to any of the Receiver setting Monthly Statements or amounts set forth therein. The Notice of Disagreement shall specify in reasonable detail the basis for any such dispute nature and the Assuming Bank’s calculation amount of any amounts disagreement so asserted. If a timely Notice of Disagreement is received by Service Provider, then the Monthly Statement(s) (as revised in accordance with clause (x) or (y) below), as the case may be, shall become final and binding upon the Parties on the earlier of (x) the date the Parties hereto resolve any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters in dispute are resolved by an accounting firm (in accordance with the procedure set forth in this Section 4.03) selected by Service Provider and Recipient in writing or, if the Pro forma statement that Parties are unable to agree, an independent accounting firm selected by Service Provider’s and Recipient’s independent accounting firms (such firm, the subject of such dispute (any such dispute, a “DisagreementAccounting Firm”). If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly Recipient and Service Provider acknowledge and agree that, so long as both Parties are in compliance with the provisions of this Section 4.03, Sections 9.05 and 9.07 of the Separation Agreement and the provisions of Article VI of this Agreement shall not apply to any dispute described in this Section 4.03. During the 30-day period immediately following the delivery of a the Notice of Disagreement, the parties Service Provider and Recipient shall commence seek in good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (in writing any differences they may have with respect to any matter specified in the Notice of Disagreement. At the end of such 30) calendar days after -day period, Service Provider and Recipient shall submit for review and resolution by the delivery of a Accounting Firm any and all matters which remain in dispute and which were included in the Notice of Disagreement, and the Accounting Firm shall make a final determination of the amounts set forth on the Monthly Statement(s) and shall use such determination to prepare the revised Monthly Statement(s), which determination shall be binding on the Parties, it being understood that any such Disagreements values shall be resolved only within the range of the amounts proposed by Recipient and Service Provider; provided, however, the scope of such determination of a review board (a “Review Board”) consisting of three (3) members, one of which by the Accounting Firm shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either limited to: (i) adopt those matters that remain in dispute and that were included in the position Notice of one of the parties regarding such Disagreement or Disagreement, (ii) adopt a position that is in between whether, for each calculation on the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all DisputesMonthly Statement(s), the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined such calculation was prepared in accordance with this Section 8.6(bAgreement, and (iii) whether there were mathematical errors in the Monthly Statement(s), and the Accounting Firm is not authorized or permitted to make any payments required other determination. Without limiting the generality of the foregoing, the Accounting Firm is not authorized or permitted to be made and transfer make any determination as to compliance by Service Provider with any of assets to the covenants in this Agreement or assumptions of liabilities or claims pursuant to any Transaction Agreement (other than this Section 8.3 shall be determined based on such Pro forma statement4.03). (c) Within thirty (30Any revised Monthly Statement(s) calendar days following receipt by a party of a Subsequent Adjustment Notice, shall become final and binding on Recipient and Service Provider on the receiving party shall have date the right to dispute all or any portion of Accounting Firm delivers such Subsequent Adjustment Notice by giving a Notice of Disagreement revised Monthly Statement(s) to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such DisagreementParties. If the party receiving amount shown on any such revised Monthly Statement(s) indicates that a Party has overpaid or underpaid the Subsequent Adjustment Notice does not deliyer other Party for the applicable period, then the applicable Party shall promptly reimburse such overpaid or underpaid amount, or, in the case of an overpayment, receive a Notice of Disagreement within thirty (30) calendar days after delivery credit against future amounts owing by such overpaying Party, at such Party’s option. The fees and expenses of the Subsequent Adjustment Notice, such party will be deemed Accounting Firm pursuant to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree this Section 4.03 with respect to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(b) Monthly Statement shall be final and binding upon paid by Recipient unless the parties and amount shown on any payments required to be made Monthly Statement exceeds the amount paid pursuant to Section 8.5 shall be determined based on such determinationMonthly Statement by 5%, in which case Service Provider will pay the reasonable fees and expenses of the Accounting Firm.

Disagreements. The Companies mutually desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Arbitrator Dispute”) between the Companies as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are Tax Arbitrator Dispute. If such good faith negotiations do not resolve the subject Tax Arbitrator Dispute, then the matter, upon written request of such dispute either Company, will be referred to a tax lawyer or accountant acceptable to each of the Companies (any such dispute, a the “DisagreementTax Arbitrator”). If The Tax Arbitrator may, in its discretion, obtain the Assuming Bank does not deliver a Notice services of Disagreement within thirty (30) calendar any third-party appraiser, accounting firm or consultant that the Tax Arbitrator deems necessary to assist it in resolving such disagreement. The Tax Arbitrator shall furnish written notice to the Companies of its resolution of any such Tax Arbitrator Dispute as soon as practical, but in any event no later than 45 days after delivery its acceptance of the Pro forma statementmatter for resolution. Any such resolution by the Tax Arbitrator will be conclusive and binding on the Companies. Following receipt of the Tax Arbitrator’s written notice to the Companies of its resolution of the Tax Arbitrator Dispute, the Assuming Bank will Companies shall each take or cause to be deemed taken any action necessary to have irrevocably accepted implement such resolution of the Pro forma statement. Tax Arbitrator. In accordance with Article XIV, each Company shall pay its own fees and expenses (bincluding the fees and expenses of its representatives) Promptly following incurred in connection with the delivery referral of a Notice the matter to the Tax Arbitrator. All fees and expenses of Disagreement, the parties Tax Arbitrator in connection with such referral shall commence good faith negotiations with a view to resolving all such Disagreementsbe shared equally by the Companies. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements Any High-Level Dispute shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) Article VIII of the Separation Agreement. Nothing in order this Article XII will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Arbitrator Dispute through the Tax Arbitrator (or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Section 8.2(bArticle VIII of the Separation Agreement) shall be final could result in serious and binding upon the parties and any payments required irreparable injury to be made pursuant to Section 8.5 shall be determined based on such determinationeither Company.

Disagreements. The Companies desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between any member of the BGC Group and any member of the Newmark Group as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in the Pro forma statement that are the subject of good faith to resolve such dispute (any such dispute, a “Disagreement”)Tax Advisor Dispute. If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence such good faith negotiations with do not resolve such Tax Advisor Dispute, then the matter will be referred to a view Tax Advisor acceptable to resolving all such Disagreementseach of BGC Partners and Newmark. If there are The Tax Advisor may, in its discretion, obtain the services of any Disagreements third-party appraiser, accounting firm or consultant that the parties are unable Tax Advisor deems necessary to resolve within thirty assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to BGC Partners and Newmark of its resolution of any such Tax Advisor Dispute as soon as practical, but in any event no later than forty-five (3045) calendar days after its acceptance of the delivery matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of a Notice the Tax Advisor’s written notice to the Companies of Disagreementits resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such Disagreements resolution of the Tax Advisor. In accordance with Section 15 (and except as provided in the immediately following sentence), each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b8.07 (Direct Claims) of the Separation and Distribution Agreement. Nothing in order this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Tax Advisor or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Section 8.2(b8.07 (Direct Claims) shall be final of the Separation and binding upon Distribution Agreement could result in serious and irreparable injury to either Company. Notwithstanding anything to the parties contrary in this Agreement, the Separation and Distribution Agreement or any payments required Ancillary Agreement, each of BGC Partners and Newmark is the only member of its respective Group entitled to be made pursuant commence a dispute resolution procedure under this Agreement, and each of BGC Partners and Newmark will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.5 shall be determined based on such determination14.

Disagreements. The Companies desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between any member of the Parent Group and any member of the SpinCo Group as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Companies shall negotiate in good faith to resolve the Pro forma statement that are the subject of such dispute (any such disputeTax Advisor Dispute. If, a “Disagreement”). If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statementbusiness days, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence such good faith negotiations with do not resolve the Tax Advisor Dispute, then the matter will be referred to a view Tax Advisor acceptable to resolving all such Disagreementseach of the Companies. If there are The Tax Advisor may, in its discretion, obtain the services of any Disagreements third-party appraiser, accounting firm or consultant that the parties are unable Tax Advisor deems necessary to resolve within thirty (30) calendar assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the delivery matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of a Notice the Tax Advisor’s written notice to the Companies of Disagreementits resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such Disagreements resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Article VII of the Separation and Distribution Agreement; provided that each of the arbitrators selected in accordance with such Article VII must be Tax Advisors. Nothing in this Section 8.2(b) in order 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Tax Advisor (or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement, as modified by the proviso in the preceding sentence) could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, Parent and SpinCo are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of Parent and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination14.

Disagreements. The Companies desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between any member of the eBay Group and any member of the SpinCo Group as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Tax Advisor Dispute. If such good faith negotiations do not resolve the Tax Advisor Dispute, then the matter, upon written request of either Company, will be referred for resolution to the Escalation Committee, which will make a good faith effort to resolve the Tax Advisor Dispute pursuant to the procedures set forth in Article VII of the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”)Separation and Distribution Agreement. If the Assuming Bank Escalation Committee does not deliver agree to a Notice resolution of Disagreement a Tax Advisor Dispute within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery reference of the Tax Advisor Dispute to it, then the matter will be referred to a Notice Tax Advisor acceptable to each of Disagreementthe Companies. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Disagreements Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Article VII of the Separation and Distribution Agreement. Nothing in this Section 8.2(b) in order 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Escalation Committee and the Tax Advisor (or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement) could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, eBay and SpinCo are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of eBay and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination14.

Disagreements. (a) Within thirty (30) calendar days following receipt by The Companies mutually desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the Assuming Bank event of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to any dispute all or any portion of such Pro forma statement by giving written notice disagreement (a “Notice of DisagreementTax Arbitrator Dispute”) between the Companies as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Companies shall negotiate in good faith to resolve the Pro forma statement that are Tax Arbitrator Dispute. If such good faith negotiations do not resolve the subject Tax Arbitrator Dispute, then the matter, upon written request of such dispute either Company, will be referred to a tax lawyer or accountant acceptable to each of the Companies (any such dispute, a the “DisagreementTax Arbitrator”). If The Tax Arbitrator may, in its discretion, obtain the Assuming Bank does not deliver a Notice services of Disagreement within thirty (30) calendar days after delivery of the Pro forma statementany third-party appraiser, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements accounting firm or consultant that the parties are unable Tax Arbitrator deems necessary to resolve within thirty (30) calendar days after assist it in resolving such disagreement. The Tax Arbitrator shall furnish written notice to the delivery Companies of a Notice its resolution of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination Tax Arbitrator Dispute as soon as practicablepractical, and but in any case event no later than thirty 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Arbitrator will be conclusive and binding on the Companies. Following receipt of the Tax Arbitrator’s written notice to the Companies of its resolution of the Tax Arbitrator Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Arbitrator. In accordance with Article XIV, each Company shall pay its own fees and expenses (30including the fees and expenses of its representatives) calendar days, after incurred in connection with the referral to it of the Disagreementsmatter to the Tax Arbitrator. With respect to each Disagreement, All fees and expenses of the Review Board Tax Arbitrator in connection with such referral shall be required shared equally by the Companies. Nothing in this Article XII will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Arbitrator Dispute through the Tax Arbitrator could result in serious and irreparable injury to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statementCompany. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination.

Disagreements. The Companies mutually desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Arbitrator Dispute”) between the Companies as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are Tax Arbitrator Dispute. If such good faith negotiations do not resolve the subject Tax Arbitrator Dispute, then the matter, upon written request of such dispute either Company, will be referred to a tax lawyer or accountant acceptable to each of the Companies (any such dispute, a the “DisagreementTax Arbitrator”). If The Tax Arbitrator may, in its discretion, obtain the Assuming Bank does not deliver a Notice services of Disagreement within thirty (30) calendar any third-party appraiser, accounting firm or consultant that the Tax Arbitrator deems necessary to assist it in resolving such disagreement. The Tax Arbitrator shall furnish written notice to the Companies of its resolution of any such Tax Arbitrator Dispute as soon as practical, but in any event no later than 45 days after delivery its acceptance of the Pro forma statementmatter for resolution. Any such resolution by the Tax Arbitrator will be conclusive and binding on the Companies. Following receipt of the Tax Arbitrator’s written notice to the Companies of its resolution of the Tax Arbitrator Dispute, the Assuming Bank will Companies shall each take or cause to be deemed taken any action necessary to have irrevocably accepted implement such resolution of the Pro forma statement. Tax Arbitrator. In accordance with Article XVI, each Company shall pay its own fees and expenses (bincluding the fees and expenses of its representatives) Promptly following incurred in connection with the delivery referral of a Notice the matter to the Tax Arbitrator. All fees and expenses of Disagreement, the parties Tax Arbitrator in connection with such referral shall commence good faith negotiations with a view to resolving all such Disagreementsbe shared equally by the Companies. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements Any High-Level Dispute shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) Article VII of the Separation Agreement. Nothing in order this Article XIV will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Arbitrator Dispute through the Tax Arbitrator (or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Section 8.2(bArticle VII of the Separation Agreement) shall be final could result in serious and binding upon the parties and any payments required irreparable injury to be made pursuant to Section 8.5 shall be determined based on such determinationeither Company.

Disagreements. The Companies desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between any member of the EPC Group and any member of the SpinCo Group as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”)Tax Advisor Dispute. If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence such good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that do not resolve the parties are unable to resolve within thirty (30) calendar days after the delivery of a Tax Advisor Dispute, then either Company may deliver an Escalation Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order 11.02 of the Separation and Distribution Agreement. If the Companies are unable to resolve any Disagreement set forth in such Notice the Tax Advisor Dispute within thirty (30) Business Days after the date of Disagreementthe Escalation Notice, then the matter will be referred to a Tax Advisor acceptable to each of the Companies. The determination Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Disagreement made Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved pursuant to the procedures set forth in Section 8.2(b11.02 of the Separation and Distribution Agreement. Nothing in this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute by delivery of an Escalation Notice or through the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Dispute through the procedures set forth in Section 11.02 of the Separation and Distribution Agreement) shall be final could result in serious and binding upon irreparable injury to either Company. Notwithstanding anything to the parties contrary in this Agreement, the Separation and Distribution Agreement or any payments required Ancillary Agreement, EPC and SpinCo are the only members of their respective Group entitled to be made pursuant commence a dispute resolution procedure under this Agreement, and each of EPC and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.5 shall be determined based on such determination14.

Disagreements. (a) Within thirty (30) calendar days following receipt by The Companies desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the Assuming Bank event of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to any dispute all or any portion of such Pro forma statement by giving written notice disagreement (a “Notice of DisagreementTax Advisor Dispute”) between any member of the Parent Group and any member of the ▇▇▇▇ Group as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”)Tax Advisor Dispute. If the Assuming Bank does Companies are unable to resolve any Tax Advisor Dispute that is not deliver a Notice of Disagreement High-Level Dispute within thirty (30) calendar days, then the matter will be referred to a Tax Advisor acceptable to each of the Companies. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after delivery its acceptance of the Pro forma statementmatter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Assuming Bank will Companies shall each take or cause to be deemed taken any action necessary to have irrevocably accepted implement such resolution of the Pro forma statement. Tax Advisor. In accordance with Section 15, each Company shall pay its own fees and expenses (bincluding the fees and expenses of its representatives) Promptly following incurred in connection with the delivery referral of a Notice the matter to the Tax Advisor. All fees and expenses of Disagreement, the parties Tax Advisor in connection with such referral shall commence good faith negotiations with a view to resolving all such Disagreementsbe shared equally by the Companies. If there are any Disagreements that the parties Companies are unable to resolve any Tax Advisor Dispute that is a High-Level Dispute within thirty (30) calendar days after days, then the delivery of a Notice of Disagreement, any such Disagreements matter shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Sections 8.3, 8.4 and 8.5 of the Separation Agreement; provided that each of the arbitrators selected in accordance with Section 8.2(b) 8.3 of the Separation Agreement must be Tax Advisors. Nothing in order this Section 13 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Tax Advisor (or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Sections 8.3, 8.4 and 8.5 of the Separation Agreement, as modified by the proviso in the preceding sentence) could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, the Separation Agreement or any Ancillary Agreement, Parent and ▇▇▇▇ are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of Parent and ▇▇▇▇ will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination13.

Disagreements. (a) Within thirty (30) calendar days following receipt If Northland disputes the Non-Committed Concentrate Price as calculated by the Assuming Bank of the Pro forma statement contemplated by Section 8.1Ocean Spray, the Assuming Bank Northland shall have the right to dispute all or any portion notify Ocean Spray in writing of such Pro forma statement by giving written disagreement (such notice (a “Notice of Disagreement”) to the Receiver setting forth in reasonable detail the basis for such disagreement in reasonable detail) within 185 days of receipt by Northland of the Purchase Price Statement and Northland may request during such 185 day period any additional information related thereto, but Ocean Spray shall be under no obligation to provide the names of the relevant customers to Northland. Northland and Ocean Spray shall thereafter negotiate in good faith to resolve any such dispute and the Assuming Bank’s calculation of any amounts set forth in the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”)disagreements. If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties Northland and Ocean Spray are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements disagreements within 15 days of the date of notification to Ocean Spray of such disagreements, Northland shall have 15 days in which it may send its chief financial officer or his designee (other than ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇) on its behalf to review the records relating to Ocean Spray’s top ten customers during the six-month period required to be used to calculate the Non-Committed Concentrate Price. Northland’s chief financial officer or his designee shall enter into a confidentiality agreement with Ocean Spray prior to the review of the records, which, among other things, will provide that the chief financial officer or his designee may only disclose the Revised Non-Committed Concentrate Price to Northland, and may not disclose any other information, including without limitation the names and sales amounts for the top ten customers, without the prior written consent of Ocean Spray. In the event Northland and Ocean Spray are not able to resolve the dispute within ten days of the chief financial officer’s or his designee’s review of the records, Northland and Ocean Spray shall submit the disagreement to an accounting firm of nationally recognized standing to be mutually selected by Northland and Ocean Spray, or if no agreement on such firm is reached, to a “big four” accounting firm other than any firm that has provided substantial services to Ocean Spray or Northland during the immediately preceding two years (the “Resolving Accounting Firm”). The Resolving Accounting Firm shall enter into a confidentiality agreement with Ocean Spray. The Resolving Accounting Firm shall only review the books and records of Ocean Spray relating to the six-month period required to be used to calculate the Non-Committed Concentrate Price. Any information, other than the Revised Non-Committed Concentrate Price, obtained during the review shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected maintained in confidence by the Receiver, one Resolving Accounting Firm and shall not be disclosed to Northland without the prior written consent of which shall be selected Ocean Spray. The resolution of such disagreements by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination Resolving Accounting Firm shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), on Northland and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment NoticeOcean Spray. In the event that a Notice the final determination of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow Non-Committed Concentrate Price by the procedures Resolving Accounting Firm differs from the Non-Committed Concentrate Price set forth in Section 8.2(bon the Purchase Price Statement (the “Statement Differential”) in order by five percent or less, Northland shall pay the fees and expenses of the Resolving Accounting Firm relating to resolve any Disagreement set forth in such Notice of Disagreement. The determination the resolution of any such Disagreement made in accordance with disagreements. In the procedures set forth in Section 8.2(b) event that the Statement Differential is greater than five percent, such fees and expenses shall be final and binding upon the parties and any payments required to be made paid by Ocean Spray. The Non-Committed Concentrate Price, as ultimately determined pursuant to this Section 8.5 5.G, shall be determined based on such determinationreferred to herein as the “Revised Non-Committed Concentrate Price”. Notwithstanding anything to the contrary herein, Northland may only dispute and possibly have re-adjusted the prior six months of Purchase Price Statements.

Disagreements. The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between any member of the Valero Group and any member of the Corner Store Group as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”)Tax Advisor Dispute. If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence such good faith negotiations with do not resolve the Tax Advisor Dispute, then the matter, upon written request of either Company, will be referred for resolution to executives who hold, at a view to resolving all such Disagreements. If there are any Disagreements that minimum, the parties are unable office of Senior Vice President and/or General Counsel (the “Senior Executives”), which executives will make a good faith effort to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims Tax Advisor Dispute pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b4.2 of the Separation and Distribution Agreement. If the Senior Executives do not agree to a resolution of a Tax Advisor Dispute within thirty (30) in order days after the reference of the Tax Advisor Dispute to resolve any Disagreement set forth in such Notice it, then the matter will be referred to a Tax Advisor acceptable to each of Disagreementthe Companies. The determination Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Disagreement made Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor's written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved pursuant to the procedures set forth in Section 8.2(b4.3 of the Separation and Distribution Agreement. Nothing in this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Senior Executives and the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Dispute through the procedures set forth in Section 7.3 of the Separation and Distribution Agreement) shall be final could result in serious and binding upon irreparable injury to either Company. Notwithstanding anything to the parties contrary in this Agreement, the Separation and Distribution Agreement or any payments required Ancillary Agreement, Valero and Corner Store are the only members of their respective Group entitled to be made pursuant commence a dispute resolution procedure under this Agreement, and each of Valero and Corner Store will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.5 shall be determined based on such determination14.

Disagreements. (a) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “"Notice of Disagreement”") to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s 's calculation of any amounts set forth in the Pro forma statement that are the subject of such dispute (any such dispute, a “"Disagreement”"). If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “"Review Board”") consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s 's calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination.

Disagreements. The Companies mutually desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Arbitrator Dispute”) between the Companies as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are Tax Arbitrator Dispute. If such good faith negotiations do not resolve the subject Tax Arbitrator Dispute, then the matter, upon written request of such dispute either Company, will be referred to a tax lawyer or accountant acceptable to each of the Companies (any such dispute, a the “DisagreementTax Arbitrator”). If The Tax Arbitrator may, in its discretion, obtain the Assuming Bank does not deliver a Notice services of Disagreement within thirty (30) calendar any third-party appraiser, accounting firm or consultant that the Tax Arbitrator deems necessary to assist it in resolving such disagreement. The Tax Arbitrator shall furnish written notice to the Companies of its resolution of any such Tax Arbitrator Dispute as soon as practical, but in any event no later than 45 days after delivery its acceptance of the Pro forma statementmatter for resolution. Any such resolution by the Tax Arbitrator will be conclusive and binding on the Companies. Following receipt of the Tax Arbitrator’s written notice to the Companies of its resolution of the Tax Arbitrator Dispute, the Assuming Bank will Companies shall each take or cause to be deemed taken any action necessary to have irrevocably accepted implement such resolution of the Pro forma statement. Tax Arbitrator. In accordance with Article XIV, each Company shall pay its own fees and expenses (bincluding the fees and expenses of its representatives) Promptly following incurred in connection with the delivery referral of a Notice the matter to the Tax Arbitrator. All fees and expenses of Disagreement, the parties Tax Arbitrator in connection with such referral shall commence good faith negotiations with a view to resolving all such Disagreementsbe shared equally by the Companies. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements Any High-Level Dispute shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) [Article VII] of the Separation Agreement. Nothing in order this Article XII will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Arbitrator Dispute through the Tax Arbitrator (or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Section 8.2(b[Article VII] of the Separation Agreement) shall be final could result in serious and binding upon the parties and any payments required irreparable injury to be made pursuant to Section 8.5 shall be determined based on such determinationeither Company.

Disagreements. The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between the Companies as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”)Tax Advisor Dispute. If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence such good faith negotiations with do not resolve the Tax Advisor Dispute, then the matter, upon written request of either Company, will be referred for resolution to the Steering Committee, which will make a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable good faith effort to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims Tax Advisor Dispute pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b9.3(a) in order of the Master Separation and Distribution Agreement. If the Steering Committee does not agree to resolve any Disagreement set forth in such Notice a resolution of Disagreementa Tax Advisor Dispute within thirty (30) days after the reference of the Tax Advisor Dispute to it, then the matter will be referred to a Tax Advisor acceptable to each of the Companies. The determination Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Disagreement made Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved pursuant to the procedures set forth in Section 8.2(b9.3 of the Master Separation and Distribution Agreement. Nothing in this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Tax Advisor Steering Committee and the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Dispute through the procedures set forth in Section 9.3 of the Master Separation and Distribution Agreement) shall be final could result in serious and binding upon the parties and any payments required irreparable injury to be made pursuant to Section 8.5 shall be determined based on such determinationeither Company.

Disagreements. The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between any member of the Motorola Group and any member of the SpinCo Group as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”)Tax Advisor Dispute. If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence such good faith negotiations with do not resolve the Tax Advisor Dispute, then the matter, upon written request of either Company, will be referred for resolution to the Steering Committee, which will make a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable good faith effort to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims Tax Advisor Dispute pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b7.3(a) in order of the Master Separation and Distribution Agreement. If the Steering Committee does not agree to resolve any Disagreement set forth in such Notice a resolution of Disagreementa Tax Advisor Dispute within thirty (30) days after the reference of the Tax Advisor Dispute to it, then the matter will be referred to a Tax Advisor acceptable to each of the Companies. The determination Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Disagreement made Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved pursuant to the procedures set forth in Section 8.2(b7.3 of the Master Separation and Distribution Agreement. Nothing in this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Steering Committee and the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Dispute through the procedures set forth in Section 7.3 of the Master Separation and Distribution Agreement) shall be final could result in serious and binding upon irreparable injury to either Company. Notwithstanding anything to the parties contrary in this Agreement, the Master Separation and Distribution Agreement or any payments required Ancillary Agreement, Motorola and SpinCo are the only members of their respective Group entitled to be made pursuant commence a dispute resolution procedure under this Agreement, and each of Motorola and SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.5 shall be determined based on such determination14.

Disagreements. The Parties desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in good faith all disagreements regarding their respective rights and obligations under this TMA, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementDispute”) between any member of the SYNNEX Group and any member of the Concentrix Group as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this TMA or the performance of obligations hereunder, the Tax departments of the Parties shall negotiate in good faith to resolve the Pro forma statement that are Dispute. If, within five (5) business days, such good faith negotiations do not resolve the subject Dispute, then the matter, upon written request of either Party, will be referred for resolution to executives of each Party who hold, at a minimum, the title of senior vice president and who have authority to settle the Dispute, and such dispute (any such dispute, a “Disagreement”)executives shall negotiate in good faith to resolve the Dispute. If the Assuming Bank does not deliver senior executives are unable for any reason to resolve a Notice of Disagreement Dispute within thirty ten (3010) calendar business days after delivery the reference of the Pro forma statementDispute to them, then the Assuming Bank Tax departments will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence cooperate in good faith negotiations with to refer the Dispute to a view to resolving all such Disagreementsmutually acceptable Tax Advisor. If there are any Disagreements that the parties tax departments are unable to resolve agree on the Tax Advisor within thirty five (305) calendar business days, the selection of the Tax Advisor will be referred to the Chief Financial Officer of each Party who shall cooperate in good faith to select the Tax Advisor. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Parties of its resolution of any such Dispute as soon as practical, but in any event no later than 30 days after its acceptance of the delivery matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Parties. Following receipt of a Notice the Tax Advisor’s written notice to the Parties of Disagreementits resolution of the Dispute, the Parties shall each take or cause to be taken any action necessary to implement such Disagreements resolution of the Tax Advisor. In accordance with Section 16, each Party shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Parties. Any High-Level Dispute shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Article VII of the Separation and Distribution Agreement. Nothing in this Section 8.2(b) 14 will prevent either Party from seeking injunctive relief if any delay resulting from the efforts to resolve the Dispute through the process set forth in order this Section 14 (or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Article VII of the Separation and Distribution Agreement) could result in serious and irreparable injury to either Party. Notwithstanding anything to the contrary in this TMA, the Separation and Distribution Agreement or any Ancillary Agreement, SYNNEX and Concentrix are the only members of their respective Group entitled to commence a dispute resolution procedure under this TMA, and each of SYNNEX and Concentrix will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination14.

Disagreements. The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between any member of the Valero Group and any member of the Corner Store Group as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”)Tax Advisor Dispute. If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence such good faith negotiations with do not resolve the Tax Advisor Dispute, then the matter, upon written request of either Company, will be referred for resolution to executives who hold, at a view to resolving all such Disagreements. If there are any Disagreements that minimum, the parties are unable office of Senior Vice President and/or General Counsel (the “Senior Executives”), which executives will make a good faith effort to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims Tax Advisor Dispute pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b4.2 of the Separation and Distribution Agreement. If the Senior Executives do not agree to a resolution of a Tax Advisor Dispute within thirty (30) in order days after the reference of the Tax Advisor Dispute to resolve any Disagreement set forth in such Notice it, then the matter will be referred to a Tax Advisor acceptable to each of Disagreementthe Companies. The determination Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Disagreement made Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved pursuant to the procedures set forth in Section 8.2(b4.3 of the Separation and Distribution Agreement. Nothing in this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Senior Executives and the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Dispute through the procedures set forth in Section 7.3 of the Separation and Distribution Agreement) shall be final could result in serious and binding upon irreparable injury to either Company. Notwithstanding anything to the parties contrary in this Agreement, the Separation and Distribution Agreement or any payments required Ancillary Agreement, Valero and Corner Store are the only members of their respective Group entitled to be made pursuant commence a dispute resolution procedure under this Agreement, and each of Valero and Corner Store will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.5 shall be determined based on such determination14.

Disagreements. The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between any member of the Parent Group and any member of the Enova Group as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”)Tax Advisor Dispute. If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence such good faith negotiations with do not resolve the Tax Advisor Dispute, then the matter, upon written request of either Company, will be referred for resolution to executives who hold, at a view to resolving all such Disagreements. If there are any Disagreements that minimum, the parties are unable office of Senior Vice President and/or General Counsel (the “Senior Executives”), which executives will make a good faith effort to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims Tax Advisor Dispute pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b4.2 of the Separation and Distribution Agreement. If the Senior Executives do not agree to a resolution of a Tax Advisor Dispute within thirty (30) in order days after the reference of the Tax Advisor Dispute to resolve any Disagreement set forth in such Notice it, then the matter will be referred to a Tax Advisor acceptable to each of Disagreementthe Companies. The determination Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Disagreement made Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved pursuant to the procedures set forth in Section 8.2(b4.2 of the Separation and Distribution Agreement. Nothing in this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Senior Executives and the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Dispute through the procedures set forth in Section 4.2 of the Separation and Distribution Agreement) shall be final could result in serious and binding upon irreparable injury to either Company. Notwithstanding anything to the parties contrary in this Agreement, the Separation and Distribution Agreement or any payments required Ancillary Agreement, Parent and Enova are the only members of their respective Group entitled to be made pursuant commence a dispute resolution procedure under this Agreement, and each of Parent and Enova will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Section 8.5 shall be determined based on such determination14.

Disagreements. The Companies mutually desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Arbitrator Dispute”) between the Companies as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are Tax Arbitrator Dispute. If such good faith negotiations do not resolve the subject Tax Arbitrator Dispute, then the matter, upon written request of such dispute either Company, will be referred to a tax lawyer or accountant acceptable to each of the Companies (any such dispute, a the “DisagreementTax Arbitrator”). If The Tax Arbitrator may, in its discretion, obtain the Assuming Bank does not deliver a Notice services of Disagreement within thirty (30) calendar any third-party appraiser, accounting firm or consultant that the Tax Arbitrator deems necessary to assist it in resolving such disagreement. The Tax Arbitrator shall furnish written notice to the Companies of its resolution of any such Tax Arbitrator Dispute as soon as practical, but in any event no later than 45 days after delivery its acceptance of the Pro forma statementmatter for resolution. Any such resolution by the Tax Arbitrator will be conclusive and binding on the Companies. Following receipt of the Tax Arbitrator’s written notice to the Companies of its resolution of the Tax Arbitrator Dispute, the Assuming Bank will Companies shall each take or cause to be deemed taken any action necessary to have irrevocably accepted implement such resolution of the Pro forma statement. Tax Arbitrator. In accordance with Article XVI, each Company shall pay its own fees and expenses (bincluding the fees and expenses of its representatives) Promptly following incurred in connection with the delivery referral of a Notice the matter to the Tax Arbitrator. All fees and expenses of Disagreement, the parties Tax Arbitrator in connection with such referral shall commence good faith negotiations with a view to resolving all such Disagreementsbe shared equally by the Companies. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements Any High-Level Dispute shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) Article VIII of the Separation and Distribution Agreement. Nothing in order this Article XIV will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Arbitrator Dispute through the Tax Arbitrator (or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Section 8.2(bArticle VIII of the Separation and Distribution Agreement) shall be final could result in serious and binding upon the parties and any payments required irreparable injury to be made pursuant to Section 8.5 shall be determined based on such determination.either Company. Table of Contents

Disagreements. (a) Within thirty (30) calendar days following receipt by During the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of Disagreement”) to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation of any amounts set forth in the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”). If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly 15-day period following the delivery of a any Notice of DisagreementDisagreement or such longer period as the Sellers’ Representative and the Purchaser shall mutually agree in writing, the parties Sellers’ Representative and the Purchaser shall commence cooperate with each other and seek in good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, in writing any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board differences that they may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions have with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and matters specified in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination If, at the end of any such Disagreement made 15-day period (or such longer mutually agreed period), the Sellers’ Representative and the Purchaser have not so resolved such differences, the Sellers’ Representative and the Purchaser shall submit the dispute for resolution to the Neutral Auditors (to be selected in accordance with the procedures set forth in Section 8.2(b3.6(b)(iv)(C) of the Agreement) for review and resolution of any and all matters that remain in dispute and that were included in such Notice of Disagreement. The Hatteras Sellers, the Sellers’ Representative and the Purchaser agree that, absent manifest error, the determination of the Neutral Auditors shall be final and binding upon the parties and that judgment may be entered upon the determination of the Neutral Auditors in any payments required court having jurisdiction over the party against which such determination is to be made pursuant enforced; provided, however, that the scope of the disputes to Section 8.5 be resolved by the Neutral Auditors is limited to only such items and amounts included in the Statement that the Sellers’ Representative has disputed in the Notice of Disagreement and the Sellers’ Representative and the Purchaser have been unable to resolve. The Sellers’ Representative and the Purchaser shall use their commercially reasonable efforts to cause the Neutral Auditors to resolve the dispute as soon as practicable and in any event within 45 days of the engagement of the Neutral Auditors. No disputed item shall be determined resolved by the Neutral Auditors in a manner that is more favorable to the Purchaser than is set forth in the Statement or in a manner more favorable to the Hatteras Sellers and the Sellers’ Representative than is set forth in its Notice of Disagreement. The Neutral Auditors’ determination will be based solely on such determinationthe proposals of the Purchaser and the Sellers’ Representative in accordance with the terms of this Schedule 3.2(c) of the Agreement and not on the basis of independent review. Any communications with the Neutral Auditors must be written and delivered to each party to the dispute. The dispute resolution mechanism set forth in this Section 2.1(b) shall be the sole and exclusive remedy between the Purchaser, the Sellers’ Representative and the Hatteras Sellers regarding the computation of the Pre-Tax Net Income and Earnout Payment for any Calculation Period.

Disagreements. (a) Within thirty (30) If the Stockholder Representatives disagree in good faith with the Closing Date Closing Amounts, then, within 30 calendar days following after their receipt by thereof, they shall notify the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion Parent of such Pro forma statement by giving written notice disagreement in writing (a the “Notice of Disagreement”) to the Receiver ), setting forth in reasonable detail the basis for particulars of such disagreement. To be effective, any such dispute and Notice of Disagreement shall include a copy of the Assuming BankParent’s calculation of any amounts set forth in the Pro forma statement Closing Date Closing Amounts, marked to indicate those specific items that are the subject of such in dispute (any the “Disputed Items”) and shall be accompanied by the Stockholder Representatives’ calculation (or, if the Stockholder Representatives are unable to make such disputecalculation due to lack of information available to the Stockholder Representatives, then a “Disagreement”)description of the dispute with a reasonable degree of specificity) of each of the Disputed Items. If To the Assuming Bank does not deliver extent the Stockholder Representatives provide a Notice of Disagreement within thirty (30) such 30 calendar days after delivery day period, all items that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder, provided that items not specifically identified as Disputed Items but which are subsequently affected by the resolution of a disagreement with respect to a Disputed Item shall be deemed “Disputed Items” for purposes hereof. In the Pro forma statementevent that the Stockholder Representatives do not provide a Notice of Disagreement within such 30 calendar day period, the Assuming Bank will parties hereto shall be deemed to have irrevocably accepted in full the Pro forma statement. Closing Date Balance Sheet as prepared by the Parent and the Closing Date Closing Amounts, as determined by the Parent, which shall be final, binding and conclusive for all purposes hereunder. In the event any Notice of Disagreement is timely provided and reasonably contains the proper information as aforesaid, the Parent and the Stockholder Representatives shall use their commercially reasonable efforts for a period of 15 calendar days (bor such longer period as they may mutually agree) Promptly to resolve any Disputed Items. During the period between the delivery by the Parent of the Closing Date Closing Amount materials and the delivery by the Stockholder Representatives of the Notice of Disagreement, Parent shall make its working papers, schedules, calculations and financial management employees responsible for the operations and finances of the Company after the Closing Date reasonably available to the Stockholder Representatives. During the 15 calendar day period following the delivery by the Stockholder Representatives of the Notice of Disagreement, Parent and Stockholder Representatives shall have access to the working papers, schedules and calculations of the other used in the preparation of the Closing Date Balance Sheet and the Notice of Disagreement and the determination of the Closing Date Closing Amounts and the Disputed Items. If, at the end of the aforesaid 15 calendar day period, the parties have reached written agreement with respect to all matters covered by a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements Closing Date Closing Amounts shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise adjusted to permit reflect such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board written agreement and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(b) shall be become final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determinationhereto.

Disagreements. The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between the Companies as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”)Tax Advisor Dispute. If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence such good faith negotiations with do not resolve the Tax Advisor Dispute, then the matter, upon written request of either Company, will be referred for resolution to the Steering Committee, which will make a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable good faith effort to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims Tax Advisor Dispute pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b9.3(a) in order of the Master Separation and Distribution Agreement. If the Steering Committee does not agree to resolve any Disagreement set forth in such Notice a resolution of Disagreementa Tax Advisor Dispute within thirty (30) days after the reference of the Tax Advisor Dispute to it, then the matter will be referred to a Tax Advisor acceptable to each of the Companies. The determination Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Disagreement made Tax Advisor Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor. All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally by the Companies. Any High-Level Dispute shall be resolved pursuant to the procedures set forth in Section 8.2(b9.3 of the Master Separation and Distribution Agreement. Nothing in this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the Steering Committee and the Tax Advisor (or any delay resulting from the efforts to resolve any High-Level Dispute through the procedures set forth in Section 9.3 of the Master Separation and Distribution Agreement) shall be final could result in serious and binding upon the parties and any payments required irreparable injury to be made pursuant to Section 8.5 shall be determined based on such determinationeither Company.

Disagreements. (a) Within thirty (30) If the Stockholder Representatives disagree in good faith with the Post-Closing Report, then within 30 calendar days following after their receipt by thereof, they shall notify the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion Parent of such Pro forma statement by giving written notice disagreement in writing (a the “Notice of Contingent Disagreement”) to the Receiver ), setting forth in reasonable detail the basis particulars of such disagreement. During the aforesaid 30 day period, the Stockholder Representatives will have access to those books and records of the Surviving Corporation and the Parent which are reasonably necessary to calculate the Aggregate Contingent Commissions solely for the purposes of settling any dispute with respect to such Aggregate Contingent Commissions. To be effective, any such dispute and Notice of Contingent Disagreement shall include a copy of the Assuming BankParent’s calculation of any amounts set forth in the Pro forma statement Aggregate Contingent Commissions, marked to indicate those specific items that are the subject of such in dispute (any the “Contingent Disputed Items”) and shall be accompanied by the Stockholder Representatives’ calculation (or, if the Stockholder Representatives are unable to make such disputecalculation due to lack of information available to the Stockholder Representatives, then a “Disagreement”)description of the dispute with a reasonable degree of specificity) of each of the Contingent Disputed Items. If To the Assuming Bank does not deliver extent the Stockholder Representatives provide a Notice of Contingent Disagreement within thirty (30) such 30 calendar days after delivery of day period, all items that are not Contingent Disputed Items shall be final, binding and conclusive for all purposes hereunder, provided that items not specifically identified as Contingent Disputed Items but which are subsequently affected by the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery resolution of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions disagreement with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board a Contingent Disputed Item shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis deemed “Contingent Disputed Items” for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Noticepurposes hereof. In the event that the Stockholder Representatives do not provide a Notice of Contingent Disagreement within such 30 calendar day period, the Accredited Holders shall be deemed to have accepted in full the Post-Closing Report as prepared by the Parent and the Aggregate Contingent Commissions, as determined by the Parent, which shall be final, binding and conclusive for all purposes hereunder. In the event any Notice of Contingent Disagreement is delivered within timely provided and reasonably contains the proper information as aforesaid, the Parent and the Stockholder Representatives shall use their commercially reasonable efforts for a period of 15 calendar days (or such thirty (30longer period as they may mutually agree) to resolve any Contingent Disputed Items. During the period between the delivery by the Parent of the Post-Closing Report materials and the delivery by the Stockholder Representatives of the Notice of Contingent Disagreement, Parent shall make its working papers, schedules, calculations and financial management employees responsible for the operations and finances of the Company after the Closing Date reasonably available to the Stockholder Representatives. During the 15 calendar day period following the delivery by the Stockholder Representatives of the Notice of Contingent Disagreement, Parent and Stockholder Representatives shall have access to the working papers, schedules and calculations of the other used in the preparation of the Post-Closing Report and the Notice of Contingent Disagreement and the determination of the Aggregate Contingent Commissions and the Contingent Disputed Items. If, at the end of the aforesaid 15 calendar day period, the parties agree have reached written agreement with respect to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such all matters covered by a Notice of Contingent Disagreement. The determination of any such Disagreement made in accordance with , the procedures set forth in Section 8.2(b) Aggregate Contingent Commissions shall be adjusted to reflect such written agreement and shall become final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determinationhereto.

Disagreements. The Companies mutually desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Arbitrator Dispute”) between the Companies as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are Tax Arbitrator Dispute. If such good faith negotiations do not resolve the subject Tax Arbitrator Dispute, then the matter, upon written request of such dispute either Company, will be referred to a tax lawyer or accountant acceptable to each of the Companies (any such dispute, a the “DisagreementTax Arbitrator”). If The Tax Arbitrator may, in its discretion, obtain the Assuming Bank does not deliver a Notice services of Disagreement within thirty (30) calendar any third-party appraiser, accounting firm or consultant that the Tax Arbitrator deems necessary to assist it in resolving such disagreement. The Tax Arbitrator shall furnish written notice to the Companies of its resolution of any such Tax Arbitrator Dispute as soon as practical, but in any event no later than 45 days after delivery its acceptance of the Pro forma statementmatter for resolution. Any such resolution by the Tax Arbitrator will be conclusive and binding on the Companies. Following receipt of the Tax Arbitrator’s written notice to the Companies of its resolution of the Tax Arbitrator Dispute, the Assuming Bank will Companies shall each take or cause to be deemed taken any action necessary to have irrevocably accepted implement such resolution of the Pro forma statement. Tax Arbitrator. In accordance with Article XVI, each Company shall pay its own fees and expenses (bincluding the fees and expenses of its representatives) Promptly following incurred in connection with the delivery referral of a Notice the matter to the Tax Arbitrator. All fees and expenses of Disagreement, the parties Tax Arbitrator in connection with such referral shall commence good faith negotiations with a view to resolving all such Disagreementsbe shared equally by the Companies. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements Any High-Level Dispute shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) Article VIII of the Separation and Distribution Agreement. Nothing in order this Article XIV will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Arbitrator Dispute through the Tax Arbitrator (or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Section 8.2(bArticle VIII of the Separation and Distribution Agreement) shall be final could result in serious and binding upon the parties and any payments required irreparable injury to be made pursuant to Section 8.5 shall be determined based on such determinationeither Company.

Disagreements. (a) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “"Notice of Disagreement”") to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s 's calculation of any amounts set forth in the Pro forma statement that are the subject of such dispute (any such dispute, a “"Disagreement”"). If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “"Review Board”") consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement.. Module 1 - Whole Bank w/ Loss Share - P&A Guaranty Bank Version 1.05 28 Austin, Texas June 16, 2009 (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s 's calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination.

Disagreements. (a) Within thirty (30) calendar days following receipt by The Parties desire that collaboration will continue between them. Accordingly, they will use commercially reasonable efforts to resolve in good faith, and they will cause the Assuming Bank Parent Members and the SpinCo Members, as applicable, to use commercially reasonable efforts to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement between any Parent Member and any SpinCo Member as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, Representatives of the Pro forma statement contemplated by Section 8.1, the Assuming Bank Parties shall have the right negotiate in good faith to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of Disagreement”) to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation of any amounts set forth in the Pro forma statement that are the subject of such dispute (any resolve such dispute, a “Disagreement”). If such good faith negotiations do not resolve the Assuming Bank does not deliver a Notice of Disagreement dispute within thirty (30) calendar days, then the matter will be referred to the Accounting Firm, which will function as an expert and not as an arbitrator. The Accounting Firm may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Accounting Firm deems necessary to assist it in resolving such disagreement. The Accounting Firm shall furnish written notice to the Parties of its resolution of any such dispute as soon as practical, but in any event no later than forty-five (45) days after delivery its acceptance of the Pro forma statementmatter for resolution. Any such resolution by the Accounting Firm will be conclusive and binding on the Parties. Following receipt of the Accounting Firm’s written notice to the Parties of its resolution of the dispute, the Assuming Bank Parties shall each take or cause to be taken any action necessary to implement such resolution of the Accounting Firm. Each Party shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Accounting Firm. All fees and expenses of the Accounting Firm in connection with such referral shall be shared equally by the Parties. Nothing in this ‎Section 5.6 will be deemed to have irrevocably accepted prevent either Party from seeking injunctive relief if any delay resulting from the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable efforts to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreementdispute through the Accounting Firm could result in serious and irreparable injury to such Party. Notwithstanding anything to the contrary in this Agreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by Parent and SpinCo are the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their only members of the Review Board Parent Group and submit their positions with respect the SpinCo Group, respectively, entitled to the Disagreements to the Review Board commence a dispute resolution procedure under this Agreement, and shall cooperate with the Review Board each of Parent and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to SpinCo will cause the Review Board Parent Members and the SpinCo Members, respectively, not to render its determination commence any dispute resolution procedure other than through such Party as soon as practicable, and provided in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement‎Section 5.6. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination.

Disagreements. The Companies mutually desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Arbitrator Dispute”) between the Companies as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are Tax Arbitrator Dispute. If such good faith negotiations do not resolve the subject Tax Arbitrator Dispute, then the matter, upon written request of such dispute either Company, will be referred to a tax lawyer or accountant acceptable to each of the Companies (any such dispute, a the “DisagreementTax Arbitrator”). If The Tax Arbitrator may, in its discretion, obtain the Assuming Bank does not deliver a Notice services of Disagreement within thirty (30) calendar any third-party appraiser, accounting firm or consultant that the Tax Arbitrator deems necessary to assist it in resolving such disagreement. The Tax Arbitrator shall furnish written notice to the Companies of its resolution of any such Tax Arbitrator Dispute as soon as practical, but in any event no later than 45 days after delivery its acceptance of the Pro forma statementmatter for resolution. Any such resolution by the Tax Arbitrator will be conclusive and binding on the Companies. Following receipt of the Tax Arbitrator’s written notice to the Companies of its resolution of the Tax Arbitrator Dispute, the Assuming Bank will Companies shall each take or cause to be deemed taken any action necessary to have irrevocably accepted implement such resolution of the Pro forma statement. Tax Arbitrator. In accordance with Section 16, each Company shall pay its own fees and expenses (bincluding the fees and expenses of its representatives) Promptly following incurred in connection with the delivery referral of a Notice the matter to the Tax Arbitrator. All fees and expenses of Disagreement, the parties Tax Arbitrator in connection with such referral shall commence good faith negotiations with a view to resolving all such Disagreementsbe shared equally by the Companies. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements Any High-Level Dispute shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) 8.11 of the Separation and Distribution Agreement. Nothing in order this Section 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Arbitrator Dispute through the Tax Arbitrator (or any delay resulting from the efforts to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with High-Level Dispute through the procedures set forth in Section 8.2(b8.11 of the Separation and Distribution Agreement) shall be final could result in serious and binding upon the parties and any payments required irreparable injury to be made pursuant to Section 8.5 shall be determined based on such determinationeither Company.

Disagreements. (a) Within thirty (30) calendar days following receipt by In the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all event Licensor disagrees with any Quarterly Statement or any portion of such Pro forma statement by giving written amount set forth therein, Licensor shall give Licensee notice thereof (a the “Notice of Disagreement”) to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation of any amounts set forth in the Pro forma statement that are the subject of such dispute no later than sixty (any such dispute, a “Disagreement”). If the Assuming Bank does not deliver a Notice of Disagreement within thirty (3060) calendar days after delivery of the Pro forma statementQuarterly Statement and shall be entitled to withhold payment of any amounts to the extent subject to a bona fide dispute. The Notice of Disagreement shall specify in reasonable detail the nature and amount, if known, of any disagreement so asserted (the Assuming Bank will be deemed “Disputed Matters”). During the thirty (30) day period immediately following the delivery of the Notice of Disagreement (the “Informal Resolution Period”), Licensee and Licensor shall seek in good faith to have irrevocably accepted resolve the Pro forma statementDisputed Matters. (b) Promptly following If at the delivery end of a Notice of Disagreementthe Informal Resolution Period, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that Disputed Matters have not been resolved by agreement of the parties Parties, either or both of the Parties may submit the Disputed Matters for review and resolution by an accounting firm jointly selected by Licensee and Licensor in writing or if the Parties are unable to resolve within thirty agree, an independent accounting firm jointly selected by Licensee’s and Licensor’s independent certified public accountants (30) calendar days after such firm, the delivery of a Notice of Disagreement, any such Disagreements “Accounting Firm”). The Accounting Firm shall be resolved by determination of entitled, on a review board (a “Review Board”) consisting of three (3) membersreasonable and confidential basis, one of which shall be selected by to audit the Receiverbooks, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicablerecords, and accounts of Licensee and its Affiliates related to such matter in any case no later than thirty (30) calendar days, after the referral dispute and to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt make a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputesthe amounts to be properly set forth on the applicable Quarterly Statement(s), and shall use such determination to prepare revised Quarterly Statement(s) as necessary to reflect the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final Accounting Firm’s determination as determined in accordance with this Section 8.6(b)Agreement, which determination and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(bfinal Quarterly Statement(s) shall be final and binding upon on the parties Parties, from and after their delivery to the Parties by the Accounting Firm, it being understood that any payments required to be made pursuant to Section 8.5 such values shall be determined only within the range of the amounts proposed by Licensor and Licensee in the course of such audit and that in making its determination the Accounting Firm will be acting as an expert and not as an arbitrator; provided, however, the scope of such determination by the Accounting Firm shall be limited to (i) those matters that remain in dispute and that were included in the Notice of Disagreement, (ii) whether, for each piece of information or calculation on the Quarterly Statement(s), as the case may be, such information was accurate or such calculation was performed in accordance with this Agreement and (iii) whether there were mathematical or factual errors in the Quarterly Statement(s), as the case may be, and the Accounting Firm is not authorized or permitted to make any other determination. Without limiting the generality of the foregoing, the Accounting Firm is not authorized or permitted to make any determination as to any representation or warranty in this Agreement or as to compliance by Licensee or any Affiliate with any of the covenants in this Agreement (other than the compliance by Licensee with any payment and reporting provisions of this Agreement to the extent such compliance is the subject of any dispute being resolved in accordance with this Section 3.03). (c) If, following resolution of the matter in dispute under this Section 3.03, the amount shown on any Quarterly Statement(s) indicates that a Party has overpaid or underpaid the other Party for the applicable period, then the amount of such underpayment or overpayment, as the case may be, plus interest on such amount accrued from the required date of payment of the original Quarterly Statement at an annual rate equal to [*****] shall be taken into account on the Quarterly Statement for the Calendar Quarter in which such matter was resolved for purposes of calculating the NEB and the Ongoing Business Expenses for such Quarterly Statement; provided, however, that if such matter is resolved following the expiration of the last Calendar Quarter to occur during the Term, then such amount, together with interest thereon as provided herein, shall be due and payable by the applicable Party no later than ten (10) Business Days following the date on which such matter was resolved as provided herein. The fees, costs and expenses of the Accounting Firm with respect to the resolution of any Disputed Matters shall be allocated and borne by Parties based on the inverse of the percentage that the Accounting Firm’s determination (before such determinationallocation) bears to the total amount of the total items in dispute as originally submitted to the Accounting Firm. For example, should the items in dispute total in amount to one thousand dollars ($1,000) and the Accounting Firm awards six hundred dollars ($600) in favor of Licensor’s position, forty percent (40%) of the costs of its review would be borne by Licensor and sixty percent (60%) of the costs would be borne by Licensee.

Disagreements. The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (aother than a High-Level Dispute) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of DisagreementTax Advisor Dispute”) between any member of the Parent Group and Spinco as to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation interpretation of any amounts set forth provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Pro forma statement that are Tax Advisor Dispute. If such good faith negotiations do not resolve the subject Tax Advisor Dispute, then the matter, upon written request of such dispute (any such disputeeither Company, will be referred for resolution to senior executives, which executives will make a “Disagreement”)good faith effort to resolve the Tax Advisor Dispute. If the Assuming Bank does senior executives do not deliver agree to a Notice resolution of Disagreement a Tax Advisor Dispute within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery reference of the Tax Advisor Dispute to it, then the matter will be referred to a Notice Tax Advisor acceptable to each of Disagreementthe Companies. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination Tax Advisor Dispute as soon as practicablepractical, and but in any case event no later than thirty 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice to the Companies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. In accordance with Section 16, each Company shall pay its own fees and expenses (30including the fees and expenses of its representatives) calendar days, after incurred in connection with the referral to it of the Disagreementsmatter to the Tax Advisor. With respect to each Disagreement, All fees and expenses of the Review Board Tax Advisor in connection with such referral shall be required to either (i) adopt shared equally by the position of one of the parties regarding such Disagreement or (ii) adopt a position that is Companies. Nothing in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), 14 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Advisor Dispute through the senior executives and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. the Tax Advisor (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to delay resulting from the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order efforts to resolve any Disagreement set forth High-Level Dispute) could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, Parent and Spinco are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of Parent and Spinco will cause its respective Group members not to commence any dispute resolution procedure other than through such Notice of Disagreement. The determination of any such Disagreement made party as provided in accordance with the procedures set forth in this Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination14.

Disagreements. (a) Within thirty (30) calendar days following receipt by The Parties desire that collaboration will continue between them. Accordingly, they will use commercially reasonable efforts to resolve in good faith, and they will cause the Assuming Bank Parent Members and the SpinCo Members, as applicable, to use commercially reasonable efforts to resolve in good faith all disagreements regarding their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement between any Parent Member and any SpinCo Member as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, Representatives of the Pro forma statement contemplated by Section 8.1, the Assuming Bank Parties shall have the right negotiate in good faith to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of Disagreement”) to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation of any amounts set forth in the Pro forma statement that are the subject of such dispute (any resolve such dispute, a “Disagreement”). If such good faith negotiations do not resolve the Assuming Bank does not deliver a Notice of Disagreement dispute within thirty (30) calendar days, then the matter will be referred to the Accounting Firm, which will function as an expert and not as an arbitrator. The Accounting Firm may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Accounting Firm deems necessary to assist it in resolving such disagreement. The Accounting Firm shall furnish written notice to the Parties of its resolution of any such dispute as soon as practical, but in any event no later than forty-five (45) days after delivery its acceptance of the Pro forma statementmatter for resolution. Any such resolution by the Accounting Firm will be conclusive and binding on the Parties. Following receipt of the Accounting Firm’s written notice to the Parties of its resolution of the dispute, the Assuming Bank Parties shall each take or cause to be taken any action necessary to implement such resolution of the Accounting Firm. Each Party shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Accounting Firm. All fees and expenses of the Accounting Firm in connection with such referral shall be shared equally by the Parties. Nothing in this Section 5.6 will be deemed to have irrevocably accepted prevent either Party from seeking injunctive relief if any delay resulting from the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable efforts to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreementdispute through the Accounting Firm could result in serious and irreparable injury to such Party. Notwithstanding anything to the contrary in this Agreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by Parent and SpinCo are the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their only members of the Review Board Parent Group and submit their positions with respect the SpinCo Group, respectively, entitled to the Disagreements to the Review Board commence a dispute resolution procedure under this Agreement, and shall cooperate with the Review Board each of Parent and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to SpinCo will cause the Review Board Parent Members and the SpinCo Members, respectively, not to render its determination commence any dispute resolution procedure other than through such Party as soon as practicable, and provided in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement5.6. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination.

Disagreements. (a) Within For a period of thirty (30) calendar days following after Sellers’ receipt by the Assuming Bank of the Pro forma statement contemplated Closing Statement, Buyer shall permit Sellers and their representatives to have reasonable access to the books, records and other documents of Buyer pertaining to the preparation of the Closing Statement and the determination of the Closing Adjustments set forth therein, subject to Sellers’ entering into any customary access letters and indemnification agreements required by Section 8.1Buyer’s independent accountants or consultants, and shall provide Sellers with copies thereof (during regular business hours and as reasonably requested by Seller and at Sellers’ expense). Within said thirty (30) day period, Seller shall either accept or object to the Assuming Bank Closing Statement. In the event Seller objects to the Closing Statement, it shall have the right to dispute all or any portion of such Pro forma statement by giving give written notice thereof (a “Notice of Disagreement”) to the Receiver setting forth Buyer within said thirty (30) day period and Buyer and Sellers shall thereupon seek to resolve Seller’s objections in good faith. Any Notice of Disagreement shall (i) specify in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation nature of any amounts set forth disagreement so asserted by Sellers and (ii) only include disagreements based on errors of fact or mathematical errors in the Pro forma statement that are Closing Statement or based on the subject of such dispute (any such dispute, a “Disagreement”)Closing Adjustment not being calculated in accordance with this Section 1.7. If Sellers accept the Assuming Bank does not Closing Statement or fails to timely deliver a Notice of Disagreement, then the Closing Statement shall be final and binding upon the parties. If a Notice of Disagreement within thirty is received by Buyer in a timely manner, then the Closing Statement shall become final and binding upon the parties on the earlier of (30A) calendar days after delivery the date Sellers and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the Pro forma statement, date any disputed matters are finally resolved in writing by the Assuming Bank will be deemed to have irrevocably accepted Accounting Firm. During the Pro forma statement. fifteen (b15) Promptly day period following the delivery of a Notice of Disagreement, Sellers and Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such fifteen (15) day period, absent full resolution of the matters in the Notice of Disagreement, Sellers and Buyer shall submit to such independent accounting firm as has not previously provided services to any of the parties shall commence good faith negotiations with a view to resolving as Buyer and Sellers may hereafter agree (the “Accounting Firm”), for determination in the City of Atlanta, GA, any and all such Disagreementsmatters that remain in dispute and were properly included in the Notice of Disagreement. If there issues in dispute are submitted to the Accounting Firm for resolution, each party will furnish to the Accounting Firm such workpapers and other documents and information relating to the disputed issues as the Accounting Firm may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accounting Firm any Disagreements that material relating to the parties are unable determination and to resolve discuss the determination with the Accounting Firm. Sellers and Buyer agree to use reasonable efforts to cause the Accounting Firm to render a decision resolving any matters submitted to the Accounting Firm within thirty (30) calendar days after following submission. The scope of the delivery of a Notice of Disagreement, any such Disagreements shall disputes to be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which the Accounting Firm shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise limited to permit disputes whether such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate calculation was done in accordance with the Review Board Closing Adjustment Formula, whether there were errors of fact or mathematical errors in the Closing Statement and provide whether the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined Closing Adjustments were calculated in accordance with this Section 8.6(b)1.7. In reaching its determination, the only alternatives available to the Accounting Firm will be to (i) accept the position of Buyer, (ii) accept the position of Sellers or (iii) accept a position between those two positions. The fees and expenses of the Accounting Firm shall be paid by Buyer and Sellers in proportion to where the Accounting Firm’s position falls between the respective positions of Buyer and Sellers. For example purposes only, if the Accounting Firm’s position matches Sellers’ position, Buyer shall pay all of the Accounting Firm’s fees and expenses; if the Accounting Firm’s position falls equally between the respective positions of Buyer and Sellers, Buyer, on the one hand, and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based Sellers, on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery hand, shall each bear one-half of the Subsequent Adjustment NoticeAccounting Firm’s fees and expenses; and if the Accounting Firm’s position matches Buyer’s position, such party will be deemed to have irrevocably accepted Sellers shall pay all of the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of DisagreementAccounting Firm’s fees and expenses. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(b) Accounting Firm shall be final final, conclusive and binding upon on the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determinationparties.

Disagreements. (a) Within thirty (30) calendar days following receipt by the Assuming Bank of the Pro forma statement contemplated by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion of such Pro forma statement by giving written notice (a “Notice of Disagreement”) to the Receiver setting forth in reasonable detail the basis for any such dispute and the Assuming Bank’s calculation of any amounts set forth in the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”). If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment Notice. In the event that a Notice of Disagreement is delivered within such thirty (30) calendar day period, the parties agree to follow the procedures set forth in Section 8.2(b) in order to resolve any Disagreement set forth in such Notice of Disagreement. The determination of any such Disagreement made in accordance with the procedures set forth in Section 8.2(b) shall be final and binding upon the parties and any payments required to be made pursuant to Section 8.5 shall be determined based on such determination.

Disagreements. (ai) Within thirty (30) calendar days following receipt by the Assuming Bank The Securityholders’ Representatives may dispute any element of the Pro forma statement contemplated calculation of the BI Measurement Period Revenues by Section 8.1, the Assuming Bank shall have the right to dispute all or any portion notifying Parent of such Pro forma statement by giving written notice (a “Notice of Disagreement”) to the Receiver disagreement in writing and setting forth in reasonable detail the basis for any particulars of such dispute and disagreement, within 20 days after its receipt of the Assuming Bank’s calculation of any amounts set forth in the Pro forma statement that are the subject of such dispute (any such dispute, a “Disagreement”). If the Assuming Bank does not deliver a Notice of Disagreement within thirty (30) calendar days after delivery of the Pro forma statement, the Assuming Bank will be deemed to have irrevocably accepted the Pro forma statement. (b) Promptly following the delivery of a Notice of Disagreement, the parties shall commence good faith negotiations with a view to resolving all such Disagreements. If there are any Disagreements that the parties are unable to resolve within thirty (30) calendar days after the delivery of a Notice of Disagreement, any such Disagreements shall be resolved by determination of a review board (a “Review Board”) consisting of three (3) members, one of which shall be selected by the Receiver, one of which shall be selected by the Assuming Bank and the third member of which shall be selected by the other two members. No member of the Review Board may be affiliated with either the Assuming Bank or the Receiver and each member of the Review Board must possess sufficient financial expertise to permit such Member to conduct an informed evaluation of a Disagreement. The parties shall promptly select their members of the Review Board and submit their positions with respect to the Disagreements to the Review Board and shall cooperate with the Review Board and provide the Review Board with access to all documentation and personnel as the Review Board reasonably requests in order to render its determination. The parties shall use their best efforts to cause the Review Board to render its determination as soon as practicable, and in any case no later than thirty (30) calendar days, after the referral to it of the Disagreements. With respect to each Disagreement, the Review Board shall be required to either (i) adopt the position of one of the parties regarding such Disagreement or (ii) adopt a position that is in between the positions of the parties. The Review Board shall issue a written determination setting forth its determination with respect to the Disagreements and provide the same to each party. Such written determination shall be final and binding upon the parties. Promptly following the final determination of all Disputes, the Receiver shall deliver to the Assuming Bank a Pro forma statement reflecting the final determination as determined in accordance with this Section 8.6(b), and any payments required to be made and transfer of assets to or assumptions of liabilities or claims pursuant to Section 8.3 shall be determined based on such Pro forma statement. (c) Within thirty (30) calendar days following receipt by a party of a Subsequent Adjustment Notice, the receiving party shall have the right to dispute all or any portion of such Subsequent Adjustment Notice by giving a Notice of Disagreement to the other party setting forth in reasonable detail the basis for any such Disagreement and such party’s calculation of any amounts set forth in the Subsequent Adjustment Notice that are the subject of such Disagreement. If the party receiving the Subsequent Adjustment Notice does not deliyer a Notice of Disagreement within thirty (30) calendar days after delivery of the Subsequent Adjustment Notice, such party will be deemed to have irrevocably accepted the matters described in the Subsequent Adjustment NoticeBI Measurement Period Revenues. In the event that the Securityholders’ Representatives do not provide such a Notice notice of Disagreement is delivered disagreement within such thirty (30) calendar 20-day period, the parties agree Securityholders’ Representatives shall be deemed to follow have accepted the procedures set forth in Section 8.2(bcalculation of the BI Measurement Period Revenues delivered by Parent, which shall be final, binding and conclusive for all purposes hereunder. (ii) in order In the event any such notice of disagreement is provided on a timely basis, Parent and the Securityholders’ Representatives shall attempt, for a period of 15 days (or such longer period as they may mutually agree), to resolve any Disagreement set disagreements with respect to the calculation of the BI Measurement Period Revenues. If, at the end of such period, Parent and the Securityholders’ Representatives are unable to resolve such disagreements, then the Accountants shall resolve any remaining disagreements. (iii) The Accountants shall determine as promptly as practicable, but in any event within 30 days of the date on which such dispute is referred to the Accountants, whether such BI Measurement Period Revenues were properly calculated, and shall deliver to Parent and the Securityholders’ Representatives a written report setting forth in such Notice of Disagreementits findings, which shall be final, conclusive and binding on Parent and the Securityholders. The determination fees and expenses of any such Disagreement made the Accountants in accordance connection with the procedures set forth in its services under this Section 8.2(b3.6(b) shall be final paid (A) by Parent if the Accountants’ calculation of the BI Measurement Period Revenues is closer to the Securityholders’ Representatives’ calculation of the BI Measurement Period Revenues than such calculation by Parent, (B) by the Securityholders (from the Escrow Account) if the reverse is true or (C) otherwise equally by Parent and binding upon the parties Securityholders (from the Escrow Account). (iv) Each party shall, and shall cause its representatives to, cooperate with the other and provide timely access to information for purposes of resolving any payments required to be made dispute pursuant to this Section 8.5 3.6(b), including without limitation, making available to the other parties such books, records, work papers, reports of Parent’s outside independent certified public accountants, and personnel, to the extent necessary. Parent covenants and agrees that during the BI Measurement Period the books and records of the Surviving Company shall be determined based on such determinationmaintained in a manner that will allow Parent’s accounting firm to reasonably determine the BI Revenue Additional Consideration pursuant to this Agreement.