Common use of Reconciliation Clause in Contracts

Reconciliation. In the event that the Corporation and an Applicable Partner are unable to resolve a disagreement with respect to the matters governed by Sections 2.04, 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporation or the Applicable Partner or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAA. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment shall be paid on the date such payment would be due and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne jointly by the Corporation and the Applicable Partner, with each party bearing one-half of such costs. The Corporation and each Applicable Partner shall bear their own costs and expenses of such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporation and the Applicable Partner and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporation and an Applicable Partner the relevant Principal are unable to resolve a disagreement with respect to the matters governed by Sections 2.04, 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporation or the Applicable Partner relevant Principal or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) 15 days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAAInternational Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment the undisputed amount shall be paid on the such date such payment would be due and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating In the event that this reconciliation provision is utilized, the fees of the Expert shall be paid in proportion to the engagement manner in which the dispute is resolved, such that, for example, if the entire dispute is resolved in favor of such Expert the Corporation, the relevant Principal shall pay all of the fees, or amending any Tax Return shall be borne jointly by if the items in dispute are resolved 50% in favor of the Corporation and 50% in favor of the relevant Principal, each of the Corporation and the Applicable Partner, with each party bearing one-half relevant Principal shall pay 50% of such costs. The Corporation and each Applicable Partner shall bear their own costs and expenses the fees of such proceedingthe Expert. Any dispute Dispute as to whether a dispute Dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporation and the Applicable Partner relevant Principal and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporation and an Applicable Partner are unable to resolve a disagreement with respect to the matters governed by Sections Section 2.04, 4.02 and or 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporation or the Applicable Partner or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAAJAMS. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment shall be paid on the date such payment would be due and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne jointly by the Corporation and the Applicable Partner, with each party bearing one-half of such costs. The Corporation and each Applicable Partner shall bear their own costs and expenses of such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporation and the Applicable Partner and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporation and an Applicable Partner the applicable Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.04, 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporation or the Applicable Partner applicable Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAAInternational Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment the undisputed amount shall be paid on the such date such payment would be due and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating In the event that this reconciliation provision is utilized, the fees of the Expert shall be paid in proportion to the engagement manner in which the dispute is resolved, such that, for example, if the entire dispute is resolved in favor of such Expert the Corporation, the applicable Member shall pay all of the fees, or amending any Tax Return shall be borne jointly by if the items in dispute are resolved 50% in favor of the Corporation and 50% in favor of the applicable Member, each of the Corporation and the Applicable Partner, with each party bearing one-half applicable Member shall pay 50% of such costs. The Corporation and each Applicable Partner shall bear their own costs and expenses the fees of such proceedingthe Expert. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporation and the Applicable Partner applicable Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporation and an Applicable Partner the relevant Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.04, 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporation or the Applicable Partner relevant Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) 15 days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAAInternational Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment the undisputed amount shall be paid on the such date such payment would be due and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating In the event that this reconciliation provision is utilized, the fees of the Expert shall be paid in proportion to the engagement manner in which the dispute is resolved, such that, for example, if the entire dispute is resolved in favor of such Expert the Corporation, the relevant Member shall pay all of the fees, or amending any Tax Return shall be borne jointly by if the items in dispute are resolved 50% in favor of the Corporation and 50% in favor of the relevant Member, each of the Corporation and the Applicable Partner, with each party bearing one-half relevant Member shall pay 50% of such costs. The Corporation and each Applicable Partner shall bear their own costs and expenses the fees of such proceedingthe Expert. Any dispute Dispute as to whether a dispute Dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporation and the Applicable Partner relevant Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporation Company and an Applicable the relevant Limited Partner are unable to resolve a disagreement with respect to the matters governed by Sections 2.042.4, 4.02 4.2 and 6.02 6.2 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporation Company or the Applicable relevant Limited Partner or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) 15 days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAAInternational Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment the undisputed amount shall be paid on the such date such payment would be due and such Tax Return may be filed as prepared by the CorporationCompany, subject to adjustment or amendment upon resolution. The costs and expenses relating In the event that this reconciliation provision is utilized, the fees of the Expert shall be paid in proportion to the engagement manner in which the dispute is resolved, such that, for example, if the entire dispute is resolved in favor of such Expert the Company, the relevant Limited Partner shall pay all of the fees, or amending any Tax Return shall be borne jointly by if the Corporation items in dispute are resolved 50% in favor of the Company and 50% in favor of the relevant Limited Partner, each of the Company and the Applicable Partner, with each party bearing one-half of such costs. The Corporation and each Applicable relevant Limited Partner shall bear their own costs and expenses pay 50% of such proceedingthe fees of the Expert. Any dispute Dispute as to whether a dispute Dispute is a Reconciliation Dispute within the meaning of this Section 7.09 7.9 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 7.9 shall be binding on the Corporation Company and the Applicable relevant Limited Partner and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporation (with the consent of the Audit Committee) and an the Applicable Partner Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.04, 4.02 and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”)Agreement, the Reconciliation Dispute matter shall be submitted for determination to a nationally recognized expert (the “"Expert”") in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in employed by a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporation or the Applicable Partner applicable Member or other actual or potential conflict conflicts of interest. If the parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAA. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 fifteen (15) calendar days or as soon thereafter as is reasonably practicabledays, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be is due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment shall be paid made on the date such payment would be due prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert expert or amending any Tax Return shall be borne jointly by the party who did not have the prevailing position, or if a compromise is reached by the Corporation and the Applicable PartnerMember, with each party bearing one-half of such costs. The Corporation and each Applicable Partner shall bear their own the costs and expenses of such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided borne equally by the Expertparties. The Expert shall finally determine any Reconciliation Dispute and the which party prevails. The determinations of the Expert pursuant to this Section 7.09 6.11 shall be binding on the Corporation and the Applicable Partner and may be entered and enforced in any court having jurisdictionMember absent manifest error.

Reconciliation. In the event that If the Corporation and an Applicable Partner the relevant Principal are unable to resolve a disagreement with respect to the matters governed by Sections 2.04, 4.02 4.02, and 6.02 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporation or the Applicable Partner relevant Principal or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) 15 days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAAInternational Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment the undisputed amount shall be paid on the such date such payment would be due and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating If this reconciliation provision is utilized, the fees of the Expert shall be paid in proportion to the engagement manner in which the dispute is resolved, such that, for example, if the entire dispute is resolved in favor of such Expert the Corporation, the relevant Principal shall pay all of the fees, or amending any Tax Return shall be borne jointly by if the items in dispute are resolved 50% in favor of the Corporation and 50% in favor of the relevant Principal, each of the Corporation and the Applicable Partner, with each party bearing one-half relevant Principal shall pay 50% of such costs. The Corporation and each Applicable Partner shall bear their own costs and expenses the fees of such proceedingthe Expert. Any dispute Dispute as to whether a dispute Dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporation and the Applicable Partner relevant Principal and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporation and an Applicable the Limited Partner are unable to resolve a disagreement with respect to the matters governed by Sections 2.042.4, 4.02 4.2 and 6.02 6.2 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm)firm, and the Expert shall not, and and, unless the Limited Partner agrees otherwise, the firm that employs the Expert shall not, have any material relationship with either the Corporation or the Applicable Limited Partner or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAAInternational Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment the undisputed amount shall be paid on the such date such payment would be due and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne jointly equally by the Corporation and such Limited Partner except as provided in the Applicable Partner, with each party bearing one-half of such costsnext sentence. The Corporation and each Applicable Limited Partner shall bear their own costs and expenses of such proceeding, unless a Limited Partner has a prevailing position that is more than 10% of the payment at issue, in which case the Corporation shall reimburse such Limited Partner for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 7.9 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 7.9 shall be binding on the Corporation and the Applicable Limited Partner and may be entered and enforced in any court having jurisdiction.

Reconciliation. (a) In the event that the Corporation and an Applicable Partner KRH are unable to resolve a disagreement with respect to the matters governed by Sections 2.04, 4.02 and 6.02 within the relevant period designated in this Agreement (a “Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm firm, a valuation firm, or a law firm (other than the Advisory Firm), and the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporation or the Applicable Partner KRH or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) last day of written notice the relevant period otherwise designated in this Agreement for the resolution of a Reconciliation Disputedisagreement, the Expert shall be appointed by the AAAInternational Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto thereto, the Lump Sum Present Value calculation or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding anything in this Agreement to the preceding sentencecontrary, if the matter is not resolved before the date any payment that is the subject of a disagreement would be is due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment shall be paid made on the date such payment would be due prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne jointly by the Corporation and the Applicable Partner, with each party bearing one-half of such costs. The Corporation and each Applicable Partner shall bear their own costs and expenses of such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporation and the Applicable Partner and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporation and an Applicable Partner any Eligible Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.04, 4.02 2.4 and 6.02 4.2 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner in a nationally recognized accounting firm or a law firm (other than the Advisory Firm)firm, and the Expert shall not, and and, unless the Eligible Member agrees otherwise, the firm that employs the Expert shall not, have any material relationship with either the Corporation or the Applicable Partner Eligible Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) 15 days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAAInternational Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or or, in each case, as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment the undisputed amount shall be paid on the such date such payment would be due and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The sum of (a) the costs and expenses relating to (i) the engagement (and, if applicable, selection by the International Chamber of Commerce Centre for Expertise) of such Expert or and (ii) if applicable, amending any Tax Return shall be borne jointly by in connection with the decision of such Expert and (b) the reasonable out-of-pocket costs and expenses of the Corporation and the Applicable Partner, with each party bearing one-half Eligible Member incurred in the conduct of such costsproceeding shall be allocated between the Corporation, on the one hand, and the Eligible Member, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the Expert that is unsuccessfully disputed by each such party (as finally determined by the Expert) bears to the total amount of such disputed items so submitted, and each such party shall promptly reimburse the other party for the excess that such other party has paid in respect of such costs and expenses over the amount it has been so allocated. The Corporation and each Applicable Partner shall bear their own costs and expenses of such proceedingmay withhold payments under this Agreement to collect amounts due under the preceding sentence. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 7.9 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 7.9 shall be binding on the Corporation and the Applicable Partner Eligible Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporation Corporate Taxpayer and an Applicable Partner the Change Shareholder Representatives are unable to resolve a disagreement with respect to the matters governed by Sections 2.042.3, 4.02 4.2 and 6.02 6.2 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally recognized accounting firm or a law firm (other than the Advisory Firm)firm, and unless the Corporate Taxpayer and the Change Shareholder Representatives agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporation Corporate Taxpayer or the Applicable Partner Change Shareholder Representatives or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the AAAInternational Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule Closing Date Tax Asset Disclosure Letter or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before the date any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, such payment shall be paid on the date such payment would be due and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne jointly by the Corporation and the Applicable Partner, with each party bearing one-half of such costs. The Corporation and each Applicable Partner shall bear their own costs and expenses of such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporation and the Applicable Partner and may be entered and enforced in any court having jurisdiction.)