Common use of Reconciliation Clause in Contracts

Reconciliation. In the event that the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer and such Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer and such Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a any Member are unable to resolve a disagreement with respect to a Schedule (other than an Early Termination Schedule) prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.4, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time 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 partiesParties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member or other actual or potential conflict of interest. If the parties Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation or such Member or other actual or potential conflict of Commerce Centre for Expertiseinterest. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto thereto, or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the Members shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such the Member’s position, in which case the Corporate Taxpayer Corporation shall reimburse such the Member for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate TaxpayerCorporation’s position, in which case such the Member shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented 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 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 Corporate Taxpayer Corporation and such Member the Members and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the ITR Entity are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 or law firm, and unless the Corporate Taxpayer and such Member the ITR Entity agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the ITR Entity or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the ITR Entity shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe ITR Entity’s position, in which case the Corporate Taxpayer shall reimburse such Member the ITR Entity for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the ITR Entity shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member the ITR Entity and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a an Equity Plan Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 or law firm, and unless the Corporate Taxpayer and such the Equity Plan Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such the Equity Plan Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such the Equity Plan Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such the Equity Plan Member’s position, in which case the Corporate Taxpayer shall reimburse such the Equity Plan Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such the Equity Plan Member shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such the Equity Plan Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In Notwithstanding the provisions of Section 7.08, in the event that Spinco and the Corporate Taxpayer and a Member Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.02, 3.01(b), 4.02 and 6.02 or 7.14 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 firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with Spinco or the Corporate Taxpayer or such Member Representative or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerSpinco, subject to adjustment (by an increase or decrease in the amount of subsequent payments otherwise due under this Agreement) or amendment of such Tax Returns upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate TaxpayerSpinco, except as provided in the next sentence. The Corporate Taxpayer Each of Spinco and such Member the Representative shall bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer Spinco and such Member all Beneficiaries and may be entered and enforced in any court having jurisdiction. These procedures described in this Section 7.09 shall be referred to as the “Reconciliation Procedures.”

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 2.3 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange TRA Party’s Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 2.3 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the relevant TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the relevant TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the relevant TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange TRA Party’s Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the relevant TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe relevant TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the relevant TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the relevant TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a any Member are unable to resolve a disagreement with respect to a Schedule (other than an Early Termination Schedule) prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.4, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time 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 partiesParties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member or other actual or potential conflict of interest. If the parties Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation or such Member or other actual or potential conflict of Commerce Centre for Expertiseinterest. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the Members shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such the Member’s position, in which case the Corporate Taxpayer Corporation shall reimburse such the Member for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate TaxpayerCorporation’s position, in which case such the Member shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented 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 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 Corporate Taxpayer Corporation and such Member the Members and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the ITR Entity are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 or law firm, and unless the Corporate Taxpayer and such Member the ITR Entity agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the ITR Entity or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule IPO Date Asset Disclosure Letter or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the ITR Entity shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe ITR Entity’s position, in which case the Corporate Taxpayer shall reimburse such Member the ITR Entity for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the ITR Entity shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member the ITR Entity and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 2.3 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a any Member are unable to resolve a disagreement with respect to a Schedule (other than an Early Termination Schedule) prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.4, 3.01(b)with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 or with respect to withholding pursuant to Schedule 7.10, within the relevant time 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 partiesParties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member or other actual or potential conflict of interest. If the parties Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation or such Member or other actual or potential conflict of Commerce Centre for Expertiseinterest. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto thereto, or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such the Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such the Member’s position, in which case the Corporate Taxpayer Corporation shall reimburse such the Member for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate TaxpayerCorporation’s position, in which case such the Member shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented 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 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 Corporate Taxpayer Corporation and such the Member and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member TRA Party are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b)3.1, 4.02 and 6.02 4.2 or 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 or law firm, and unless the Corporate Taxpayer and such Member the TRA Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Attribute Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member the TRA Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member an Applicable Partner are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b)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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporate Taxpayer Corporation or such Member the Applicable Partner or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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, the undisputed amount such payment shall be paid on the date prescribed by this Agreement such payment would be due and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation; except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member each Applicable Partner shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s positionApplicable Partner has a prevailing position that is more than 10% of the payment at issue, in which case the Corporate Taxpayer Corporation shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer Applicable 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 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 Corporate Taxpayer Corporation and such Member the Applicable Partner and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a any Member are unable to resolve a disagreement with respect to a Schedule (other than an Early Termination Schedule) prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.4, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time 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 partiesParties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member or other actual or potential conflict of interest. If the parties Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation or such Member or other actual or potential conflict of Commerce Centre for Expertiseinterest. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the Members shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such the Member’s position, in which case the Corporate Taxpayer Corporation shall reimburse such the Member for any reasonable and documented out-of-pocket costs and expenses in such proceedingproceeding (including for the avoidance of doubt any costs and expenses incurred by the Member relating to the engagement of the Expert or amending any applicable Tax Return), or (ii) the Expert substantially adopts the Corporate TaxpayerCorporation’s position, in which case such the Member shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within proceeding (including for the meaning avoidance of this Section 7.09 shall be decided doubt costs and expenses incurred by the ExpertCorporation relating to the engagement of the Expert or amending any applicable Tax Return). 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 Corporate Taxpayer Corporation and such Member the Members and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a the Exchanging Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b)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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporate Taxpayer Corporation or such the Exchanging Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the such date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such each Exchanging Member shall bear their own costs and expenses of such proceeding, unless (i) an Exchanging Member has a prevailing position that is more than 10% of the Expert substantially adopts such Member’s positionpayment at issue, in which case the Corporate Taxpayer Corporation shall reimburse such Exchanging Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer Corporation and such the Exchanging Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member Virgin are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member Virgin or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation; except as provided in the next sentence. The Corporate Taxpayer Each of the Corporation and such Member Virgin shall bear their own costs and expenses of such proceeding, unless (i) Virgin has a prevailing position that is more than 10% of the Expert substantially adopts such Member’s positionpayment at issue, in which case the Corporate Taxpayer Corporation shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer Virgin 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 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 Corporate Taxpayer Corporation and such Member Virgin and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member Stockholder are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member Stockholder agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member Stockholder or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member Stockholder shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberStockholder’s position, in which case the Corporate Taxpayer shall reimburse such Member Stockholder for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Stockholder shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer and such Member Stockholder and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member Agent or the relevant TRA Holder, as applicable, are unable to resolve a disagreement with respect to the matters governed by Sections 2.03Section 2.3, 3.01(b), 4.02 Section 4.2 and 6.02 Section 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 or law firm, and unless the Corporate Taxpayer and such Member Agent or the relevant TRA Holder agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member Agent or the relevant TRA Holder, as applicable, or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member Agent or the relevant TRA Holder, as applicable, shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberAgent’s or the relevant TRA Holder’s, as applicable, position, in which case the Corporate Taxpayer shall reimburse such Member Agent or the relevant TRA Holder, as applicable, for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Agent or the relevant TRA Holder, as applicable, shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member its Subsidiaries and Agent or the relevant TRA Holder, as applicable, and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the Holders’ Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 ARTICLE II or ARTICLE IV 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 partiessuch Parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and (unless the Corporate Taxpayer and such Member the Holders’ Representative agree otherwise), the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Holders’ Representative or their Affiliates or other actual or potential conflict of interest. If the parties Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(send of the thirty (30) of written notice of a Reconciliation Disputecalendar-day period set forth in Sections 2.1 or 4.2, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (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 If the matter is not resolved before 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), the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerAgreement, subject to adjustment or amendment upon resolution. For the avoidance of doubt, this Section 7.9 shall not restrict the ability of the Corporate Taxpayer or its Affiliates to determine when or whether to file or amend any Tax Return. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne equally by the Corporate TaxpayerTaxpayer and the Holders (on a pro rata basis based on relative proportion of all Early Termination Payments under this Agreement, except as provided measured by present value of payments due under this Agreement, using the present value calculation and assumptions described under Section 4.3(b) assuming for such purpose the Early Termination Date is the date the Reconciliation Dispute is resolved) participating in the next sentenceReconciliation Dispute. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) may withhold payments under this Agreement to collect amounts due under the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceedingpreceding 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 Corporate Taxpayer and such Member the Holders’ Representative and/or its Affiliates, as applicable, participating in the Reconciliation Dispute and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters (x) governed by Sections 2.03, 3.01(b), 4.02 2.3 and 6.02 4.2 or (y) described in the definition of “LIBOR” 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 or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree in writing otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the Agent or any TRA Holder (as applicable, the “Disputing Party”) are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.2 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) 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 or law firm, and unless the Corporate Taxpayer and such Member the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or days, and (c) any matter related to treatment of any tax related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the Disputing Party shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberDisputing Party’s position, in which case the Corporate Taxpayer shall reimburse such Member Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Disputing Party shall reimburse the Corporate Taxpayer 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member an Applicable Partner are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b)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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporate Taxpayer Corporation or such Member the Applicable Partner or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseJAMS. 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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, the undisputed amount such payment shall be paid on the date prescribed by this Agreement such payment would be due and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 Corporate TaxpayerCorporation and the Applicable Partner, except as provided in the next sentencewith each party bearing one-half of such costs. The Corporate Taxpayer Corporation and such Member each Applicable Partner shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer Corporation and such Member the Applicable Partner and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that APO Corp. and the Corporate Taxpayer and a applicable Holder Group Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.04, 3.01(b), and 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 or principal in a nationally recognized accounting firm or a law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerAPO Corp., 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer APO Corp. APO Corp. and such each applicable Holder Group Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s positionHolder Group Member has a prevailing position that is more than 10% of the payment at issue, in which case the Corporate Taxpayer APO Corp. shall reimburse such Holder Group Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 APO Corp. and the Corporate Taxpayer and such applicable Holder Group Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member Parties are unable to resolve a disagreement with respect to the matters governed by Sections 2.03under Articles II, 3.01(b)III, 4.02 and 6.02 within the relevant period designated in this Agreement IV, or V (“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 partiesthe Parties involved. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member Parties involved agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with any of the Corporate Taxpayer or such Member Parties or other actual or potential conflict of interest. If the parties Parties involved are unable to agree on an Expert within fifteen (15) calendar 15 days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any such matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar 15 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayerapplicable Party, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member Parties shall bear their own costs and expenses of such proceeding; provided, unless (i) however, that if the Expert substantially adopts such Memberdetermines that one Party’s positionposition predominantly prevailed in resolving the Reconciliation Dispute, the other Parties involved in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member dispute shall reimburse the Corporate Taxpayer prevailing Party 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 9.7 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 9.7 shall be binding on the Corporate Taxpayer and such Member Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that any Agent or any TRA Holder (as applicable, the “Disputing Party”) and the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.2 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) 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 or law firm, and unless the Corporate Taxpayer and such Member the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or , and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the Disputing Party shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberDisputing Party’s position, in which case the Corporate Taxpayer shall reimburse such Member Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Disputing Party shall reimburse the Corporate Taxpayer 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters (x) governed by Sections 2.03, 3.01(b), 4.02 2.3 and 6.02 4.2 or (y) described in the definition of “LIBOR” 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 or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer APAM and a Member an LP Unit Holder are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 or law firm, and unless APAM and the Corporate Taxpayer and such Member LP Unit Holder agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with APAM or the Corporate Taxpayer or such Member LP Unit Holder or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerAPAM, 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 by the Corporate Taxpayer, APAM except as provided in the next sentence. The Corporate Taxpayer APAM and such Member the LP Unit Holder shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe LP Unit Holder’s position, in which case the Corporate Taxpayer APAM shall reimburse such Member the LP Unit Holder for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate TaxpayerAPAM’s position, in which case such Member the LP Unit Holder shall reimburse the Corporate Taxpayer APAM 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 APAM and the Corporate Taxpayer and such Member LP Unit Holder and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the a Corporate Taxpayer Holdco and a Member KKR Holdings are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b)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 or principal in a nationally recognized accounting firm or a law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the such Corporate Taxpayer Holdco or such Member Limited Partner or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the such Corporate TaxpayerHoldco, 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 by the Corporate Taxpayer, Holdco; except as provided in the next sentence. The Each of the Corporate Taxpayer Holdcos and such Member each applicable Limited Partner shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s positionLimited Partner has a prevailing position that is more than 10% of the payment at issue, in which case the Corporate Taxpayer Holdco shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer Holdco and such Member the applicable Limited Partner and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the TRA Holder (the “Disputing Party”) and the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce a Schedule (but not, 3.01(b)for the avoidance doubt, 4.02 and 6.02 with respect to any legal interpretation with respect to such provisions or Schedules) 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 or law firm, and unless the Corporate Taxpayer and such Member the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) respondent of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or days, and (c) any matter related to treatment of any Tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member the Disputing Party shall each bear their its own costs and expenses of such proceeding, and the costs and fees of the Expert shall be borne equally, unless (i) the Expert substantially adopts such MemberDisputing Party’s position, in which case the Corporate Taxpayer shall reimburse such Member Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Disputing Party shall reimburse the Corporate Taxpayer 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member or the Member Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such the Member or the Member Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Taxpayer, the Member or such the Member Representative or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such the Member or the Member Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s the Member or Member Representative’ position, in which case the Corporate Taxpayer shall reimburse such the Member or the Member Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such the Member of Member Representative shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer and such the Member or Member Representative and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a the Exchanging Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.4, 3.01(b), 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, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and and, unless the Exchanging Member agrees otherwise, the firm that employs the Expert shall not, have any material relationship with either the Corporate Taxpayer Corporation or such the Exchanging Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the such date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such each Exchanging Member shall bear their own costs and expenses of such proceeding, unless (i) an Exchanging Member has a prevailing position that is more than 10% of the Expert substantially adopts such Member’s positionpayment at issue, in which case the Corporate Taxpayer Corporation shall reimburse such Exchanging Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer Corporation and such the Exchanging Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer APAM and a Member H&F Xxxxxx are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 or law firm, and unless APAM and the Corporate Taxpayer and such Member H&F Xxxxxx agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer APAM or such Member H&F Xxxxxx or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerAPAM, 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 by the Corporate Taxpayer, APAM except as provided in the next sentence. The Corporate Taxpayer APAM and such Member H&F Xxxxxx shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s H&F Xxxxxx’x position, in which case the Corporate Taxpayer APAM shall reimburse such Member H&F Xxxxxx for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate TaxpayerAPAM’s position, in which case such Member H&F Xxxxxx shall reimburse the Corporate Taxpayer APAM 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 Corporate Taxpayer APAM and such Member H&F Xxxxxx and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the ITR Entity are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 or law firm, and unless the Corporate Taxpayer and such Member the ITR Entity agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the ITR Entity or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule IPO Date Tax Benefit Disclosure Letter or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the ITR Entity shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe ITR Entity’s position, in which case the Corporate Taxpayer shall reimburse such Member the ITR Entity for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the ITR Entity shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member the ITR Entity and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member are the Agent, the Onex Representative (as applicable, the “Disputing Party”) is unable to resolve a disagreement with respect to the calculations required to produce the schedules or other matters governed by Sections 2.03described in Section 2.4, 3.01(b), 4.02 Section 4.4 and 6.02 Section 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 or law firm, and unless the Corporate Taxpayer Corporation and such Member the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) respondents of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve (a) any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days, and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days or or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the Disputing Party shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberDisputing Party’s positionposition (as determined by the Expert), in which case the Corporate Taxpayer Corporation shall reimburse such Member Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate TaxpayerCorporation’s positionposition (as determined by the Expert), in which case such Member Disputing Party shall reimburse the Corporate Taxpayer Corporation 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 Corporate Taxpayer Corporation and such Member its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Agent and the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.2 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) 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 or law firmfirm (other than any such firm that is the Agent), and unless the Corporate Taxpayer and such Member the Agent agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Agent or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Tax Attribute Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or days, and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the Agent shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe Agent’s positionposition (as determined by the Expert), in which case the Corporate Taxpayer shall reimburse such Member the Agent for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s positionposition (as determined by the Expert), in which case such Member the Agent shall reimburse the Corporate Taxpayer 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries, the Agent and the TRA Holders and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 calculation of amounts owed pursuant to this TRA Agreement within the relevant period designated in this TRA Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert in the particular area of disagreement, acting as an expert and not as an arbitrator (the “Expert”) in the particular area of disagreement ), mutually acceptable to both partiesthe Corporate Taxpayer and the TRA Party Representative. The Expert shall be a partner or principal in a nationally recognized accounting or law firmof an Advisory Firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative each agree in writing otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer any party to this TRA Agreement or any Affiliate of any such Member parties or any other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Corporate Taxpayer and the TRA Party Representative shall cause the Expert shall to be appointed selected by the International Chamber of Commerce Centre for ExpertiseExpertise (the “ICC”) in accordance with the criteria set forth above in this Section 7.9. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (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 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, the undisputed amount shall be paid on the date prescribed by this TRA Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 ICC) of such Expert or and (ii) if applicable, amending any Tax Return shall be borne by in connection with the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses decision of such proceeding, unless Expert and (ib) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses of the Corporate Taxpayer and the TRA Party Representative incurred in the conduct of such proceeding, or (ii) the Expert substantially adopts proceeding shall be allocated between the Corporate Taxpayer’s position, on the one hand, and the TRA Parties, on the other hand, in which case the same proportion that the aggregate amount of the disputed items so submitted to the Expert that is unsuccessfully disputed by each such Member 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 Corporate Taxpayer other party for any reasonable out-of-pocket the excess that such other party has paid in respect of such costs and expenses over the amount it has been so allocated (such sharing of costs described in such proceeding(a) and (b), the “Reconciliation Cost Sharing Method”). The Corporate Taxpayer may withhold payments under this TRA 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction. Except as otherwise provided herein (such as with respect to the Reconciliation Cost Sharing Method) , in the event that any suit, claim, action or other proceeding is instituted under or in relation to this TRA Agreement, including without limitation to enforce any provision in this TRA Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this TRA Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants.

Reconciliation. (a) In the event that the Corporate Taxpayer Corporation and a Member GPC L.P. are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b)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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member the Xxxxxx Family Entities or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Adjustment Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation; except as provided in the next sentence. The Corporate Taxpayer Each of the Corporation and such Member the Xxxxxx Family Entities shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer Corporation and such Member the Xxxxxx Family Entities and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member the Limited Partner are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b)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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member the Limited Partner or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Adjustment Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation; except as provided in the next sentence. The Corporate Taxpayer Each of the Corporation and such Member the Limited Partner shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s positionLimited Partner has a prevailing position that is more than 10% of the payment at issue, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Corporation shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer Corporation and such Member the Limited Partner and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters (a) governed by Sections 2.03, 3.01(b), 4.02 Section 2.3 and 6.02 Section 4.2 or (b) described in the definition of “LIBOR” 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 partiesthe Corporate Taxpayer and the TRA Party Representative. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree in writing otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) 15 calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 15 calendar days or as soon thereafter as is reasonably practicable, in each case case, after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own respective costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, proceeding or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 within the relevant period designated in this Agreement a Schedule (“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 partner, principal or principal senior employee in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 a Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case case, after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (ia) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (iib) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer and such Member and may be entered and enforced in any court having jurisdiction.upon

Reconciliation. In If the event that the Corporate Taxpayer Parent and a Member Principal are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b)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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Parent, an Affiliate of the Parent or such Member Principal or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar 15 days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerParent, 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 by the Corporate Taxpayer, Parent; except as provided in the next sentence. The Corporate Taxpayer Parent and such Member each Principal shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s positionPrincipal has a prevailing position that is more than 10% of the payment at issue, in which case the Corporate Taxpayer Parent shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer Principal 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 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 final and binding on the Corporate Taxpayer Parent and such Member Principal and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that If the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 2.03 and 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange TRA Party’s Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, proceeding unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding; provided that the TRA Party Representative may use the reimbursement mechanism in the provisions of Section 7.15(b). 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member any TRA Payment Recipient are unable to resolve a disagreement with respect to the matters governed by Sections 2.03a Schedule (other than an Early Termination Schedule) prepared pursuant to Section 2.4, 3.01(b)or with respect to an Early Termination Schedule prepared pursuant to Section 4.2, 4.02 and 6.02 within the relevant time 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 partiesParties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member TRA Payment Recipient agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member TRA Payment Recipient or other actual or potential conflict of interest. If the parties Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation or such TRA Payment Recipient or other actual or potential conflict of Commerce Centre for Expertiseinterest. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto thereto, or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the TRA Payment Recipients shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Payment Recipient’s position, in which case the Corporate Taxpayer Corporation shall reimburse such Member the TRA Payment Recipient for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate TaxpayerCorporation’s position, in which case such Member the TRA Payment Recipient shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented 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 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 Corporate Taxpayer Corporation and such Member the TRA Payment Recipients and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Agent and the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.2 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) 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 or law firm, and unless the Corporate Taxpayer and such Member the Agent agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Agent or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Tax Attribute Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or days, and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer shall bear its own costs and expenses of such Member proceeding, and the TRA Holders (severally) shall (x) bear their own costs and expenses of such proceeding and (y) bear and advance to the Agent the Agent’s costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe Agent’s positionposition (as determined by the Expert), in which case case, the Corporate Taxpayer shall reimburse such Member the TRA Holders for any of their and the Agent’s reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s positionposition (as determined by the Expert), in which case such Member case, the TRA Holders shall reimburse the Corporate Taxpayer, pro rata (based on the relative amounts of Early Termination Payments that such TRA Holders would be entitled, as of the date of determination, if the Corporate Taxpayer had exercised its right of early termination under Section 4.1), for any of the Corporate Taxpayer’s 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries, the Agent, and the TRA Holders and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 Section 2.3 and 6.02 Section 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 partner, principal or principal senior employee in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer INC and a an Applicable Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.04, 3.01(b)4.02, 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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either INC or the Corporate Taxpayer or such Applicable Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Redemption Basis Schedule or an amendment thereto or the Early Termination Change of Control Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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, the undisputed amount such payment shall be paid on the date prescribed by this Agreement such payment would be due and such Tax Return may be filed as prepared by the Corporate TaxpayerINC, 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 by the Corporate TaxpayerINC, except as provided in the next sentence. The Corporate Taxpayer INC and such each Applicable Member shall bear their own costs and expenses of such proceeding, unless the Applicable Member has a prevailing position that is more than ten percent (i10%) of the Expert substantially adopts such Member’s positionpayment at issue, in which case the Corporate Taxpayer INC shall reimburse such Applicable Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 7.08 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 7.08 shall be binding on INC and the Corporate Taxpayer and such Applicable Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the KarpReilly Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 ARTICLE II or ARTICLE IV 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 such parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and (unless the Corporate Taxpayer and such Member the KarpReilly Representative agree otherwise), the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member KarpReilly, LLC or its Affiliates or other actual or potential conflict of interest. If the applicable parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(send of the thirty (30) of written notice of a Reconciliation Disputecalendar-day period set forth in Section 2.1 or Section 4.2, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (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 If the matter is not resolved before 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), the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerAgreement, subject to adjustment or amendment upon resolution. For the avoidance of doubt, this Section 7.8 shall not restrict the ability of Corporate Taxpayer or its Affiliates to determine when or whether to file or amend any Tax Return. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne equally by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceedingKarpReilly, unless (i) LLC and/or its Affiliates, as applicable participating in the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceedingReconciliation Dispute. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 7.8 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 7.8 shall be binding on the Corporate Taxpayer and such Member the KarpReilly, LLC and/or its Affiliates, as applicable participating in the Reconciliation Dispute and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Majority Recipients, on the one hand, and a Member the Corporation or loanDepot, on the other hand, are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 partiesthe Majority Recipients and the Corporation. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member parties to the Reconciliation Dispute agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member parties to the Reconciliation Dispute or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by a partner in an accounting firm or a law firm nationally recognized as being expert in Tax matters and that is reasonably acceptable to the International Chamber of Commerce Centre for ExpertiseCorporation and the Majority Recipients. The Expert shall resolve any matter relating to the Exchange Basis Adjustment Schedule or an amendment thereto thereto, or the Early Termination Schedule or an amendment thereto within thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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. The Expert shall resolve any such dispute based upon the terms and provisions of this Agreement and the submissions of the parties made in support thereof in such dispute and shall not conduct an independent review, not shall the Expert assign any value to any item in dispute which is higher or lower than the highest value or lowest value, as applicable, ascribed to such item by any disputing party. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member parties shall bear their own costs and expenses of such proceeding, unless (i) provided that the Expert substantially adopts such Member’s position, in which case Corporation shall bear the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) cost of the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceedingExpert. 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, unless the Expert substantially adopts the Corporation’s or loanDepot’s position, in which case such Recipient shall reimburse the Corporation for the cost of 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 Corporate Taxpayer and such Member parties to this Agreement and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a the disputing Eligible Member are unable to resolve a disagreement with respect to the matters a matter governed by Sections 2.03, 3.01(b)4.02, 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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, unless otherwise agreed by the Corporation and such Eligible Member, have any material relationship with either the Corporate Taxpayer Corporation or such Member or other actual or potential conflict of interestEligible Member. If the parties are unable to agree on an Expert within fifteen thirty (1530) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case case, after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount shall be paid on the such date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, subject to adjustment or amendment upon resolution. The In the event that this reconciliation provision is utilized, the costs and expenses relating to the engagement of such the Expert or amending any Tax Return shall be borne by the Corporate Taxpayer, except as provided in the next sentenceCorporation. The Corporate Taxpayer Corporation and such each Eligible Member shall otherwise bear their own costs and expenses of such proceeding, unless (i) an Eligible Member has a prevailing position that is more than 15% of the Expert substantially adopts such Member’s positionpayment at issue, in which case the Corporate Taxpayer Corporation shall reimburse such Eligible Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 (i) final and may be enforced as if it were the award of an arbitrator issued under and pursuant to the rules of the American Arbitration Association and (ii) binding on the Corporate Taxpayer Corporation and such Member the Members and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member TRA Party are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 or law firm, and unless the Corporate Taxpayer and such Member the TRA Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member the TRA Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 within the relevant period designated in this Agreement a Schedule (a “Reconciliation AmericasActive:18057467.3 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 such parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. If the parties Corporation and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by the International Chamber of Commerce Centre for Expertisetreated as a dispute subject to Section 7.8 and an arbitration panel shall pick an Expert. The Expert shall resolve any matter relating to the Exchange Basis a Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto as soon as reasonably practicable and in any event within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially entirely adopts such Member’s positionthe position of the TRA Party Representative, in which case the Corporate Taxpayer Corporation shall reimburse such Member the TRA Party Representative for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially entirely adopts the Corporate TaxpayerCorporation’s position, in which case such Member Tax Benefit Payments to the TRA Parties that would have increased Tax Benefit Payments if the position of the TRA Party Representative had been adopted shall reimburse be reduced proportionately in the Corporate Taxpayer for aggregate by any reasonable and documented 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 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 6.2 shall be binding on the Corporate Taxpayer Corporation and such Member the TRA Parties and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Agent or any TRA Holder (as applicable, the “Disputing Party”) and the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.2 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) 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 or law firm, and unless the Corporate Taxpayer and such Member the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or days, and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the Disputing Party shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberDisputing Party’s position, in which case the Corporate Taxpayer shall reimburse such Member Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Disputing Party shall reimburse the Corporate Taxpayer 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member relevant Parties are unable to resolve a disagreement with respect to any matter that is subject to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 Reconciliation Procedures within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall will be submitted for determination to a nationally recognized expert in the particular area of disagreement (the “Expert”) in the particular area of disagreement mutually acceptable to both partiesall relevant Parties. The Expert shall will be a partner or principal in a nationally recognized accounting or law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall will not, and the firm that employs the Expert shall will not, have any material relationship with the Corporate Taxpayer Corporation or such Member any of the Participants involved in the Reconciliation Dispute or any other actual or potential conflict of interest. If the parties relevant Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of ten Business Days after a Party delivers written notice to the other relevant Parties of a Reconciliation Dispute, the Expert shall will be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall will resolve any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto Reconciliation Dispute within thirty (30) calendar days and shall resolve any after the matter relating has been submitted to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days it 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 Reconciliation Dispute is not resolved before 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, the undisputed amount shall will be paid on by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall Each Party will bear their its own costs and expenses incurred in connection with a Reconciliation Dispute except that (a) any fees of such proceeding, unless (i) the Expert substantially will be paid by the Corporation, (b) if the Expert adopts such Membera Participant’s positionposition in all material respects, the Corporation will reimburse the Participant for its reasonable out-of-pocket costs and expenses, and (c) if the Expert adopts the Corporation’s position in which case all material respects, the Corporate Taxpayer shall relevant Participants will reimburse such Member the Corporation for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) other than the Expert substantially adopts fees of the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceedingExpert). Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 shall will be decided by the Expert. The Expert shall will finally determine any Reconciliation Dispute Dispute, and the determinations of the Expert pursuant to this Section 7.09 shall will be binding on the Corporate Taxpayer and such Member Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In Notwithstanding the provisions of Section 7.08, in the event that the Corporate Taxpayer Company and a Member the Stockholder Representatives are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Company or such Member any Stockholder Representative or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCompany, 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 by the Corporate TaxpayerCompany, except as provided in the next sentence. The Corporate Taxpayer Each of the Company and such Member the Stockholder Representatives shall bear their its own costs and expenses of such proceeding, unless a Stockholder Representative has a prevailing position that is more than ten percent (i10%) of the Expert substantially adopts such Member’s positionpayment at issue, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Company shall reimburse the Corporate Taxpayer Stockholder Representative 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 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 Corporate Taxpayer Company and such Member all Stockholders and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by calculation of amounts owed pursuant to Sections 2.032.3, 3.01(b), 4.02 4.1 and 6.02 4.2 within the relevant period designated in this TRA Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert in the particular area of disagreement, acting as an expert and not as an arbitrator (the “Expert”) in the particular area of disagreement ), mutually acceptable to both partiesthe Corporate Taxpayer and the TRA Party Representative. The Expert shall be a partner or principal in a nationally recognized accounting of PricewaterhouseCoopers, Ernst & Young, Deloitte, KPMG, BDO USA, LLP, Xxxxx Xxxxxxxx LLP, Xxxxxxx & Marsal, or law firmRSM US LLP, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree in writing otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer any party to this TRA Agreement, any Affiliate of any such parties, or such Member or any other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Corporate Taxpayer and the TRA Party Representative shall cause the Expert shall to be appointed selected by the International Chamber of Commerce Centre for ExpertiseExpertise (the “ICC”) in accordance with the criteria set forth above in this Section 7.9. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (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 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, the undisputed amount shall be paid on the date prescribed by this TRA Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 ICC) of such Expert or and (ii) if applicable, amending any Tax Return shall be borne by in connection with the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses decision of such proceeding, unless Expert and (ib) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses of the Corporate Taxpayer and the TRA Party Representative incurred in the conduct of such proceeding, or (ii) the Expert substantially adopts proceeding shall be allocated between the Corporate Taxpayer’s position, on the one hand, and the TRA Party Representative (on behalf of the TRA Parties), on the other hand, in which case the same proportion that the aggregate amount of the disputed items so submitted to the Expert that is unsuccessfully disputed by each such Member 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 Corporate Taxpayer other party for any reasonable out-of-pocket the excess that such other party has paid in respect of such costs and expenses in such proceedingover the amount it has been so allocated. The Corporate Taxpayer may withhold payments under this TRA 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that any Agent or any TRA Holder (as applicable, the “Disputing Party”) and the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.2 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) 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 or law firm, and unless the Corporate Taxpayer and such Member the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or days, and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the Disputing Party shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberDisputing Party’s position, in which case the Corporate Taxpayer shall reimburse such Member Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Disputing Party shall reimburse the Corporate Taxpayer 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer UCP, Inc. and a Member PICO are unable to resolve a disagreement with respect to the matters a matter governed by Sections Section 2.03, 3.01(b)Section 4.02, 4.02 and or Section 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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, unless otherwise agreed by UCP, Inc. and PICO have any material relationship with the Corporate Taxpayer either UCP, Inc. or such Member or other actual or potential conflict of interestPICO. If the parties are unable to agree on an Expert within fifteen thirty (1530) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case case, after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount shall be paid on the such date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerUCP, Inc., 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 of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, manner in which case the Corporate Taxpayer dispute is resolved, such that, for example, if the entire dispute is resolved in favor of one party, the other party shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceedingpay all of the fees, or (ii) if the Expert substantially adopts items in dispute are resolved 50% in favor of UCP, Inc. and 50% in favor of PICO, each of UCP, Inc. and PICO shall pay 50% of the Corporate Taxpayer’s position, in which case such Member shall reimburse fees of the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceedingExpert. 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 (i) final and may be enforced as if it were the award of an arbitrator issued under and pursuant to the rules of the American Arbitration Association and (ii) binding on the Corporate Taxpayer UCP, Inc. and such Member PICO and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the Agent or any TRA Holder (as applicable, the “Disputing Party”) are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b), 4.02 Section 4.4 and 6.02 Section 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 or law firm, and unless the Corporate Taxpayer and such Member the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve (a) any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or , and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the Disputing Party shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberDisputing Party’s position, in which case the Corporate Taxpayer shall reimburse such Member Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Disputing Party shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 Section 2.3 and 6.02 Section 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange TRA Party’s Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member Agent or the relevant TRA Holder, as applicable, are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 or law firm, and unless the Corporate Taxpayer and such Member Agent or the relevant TRA Holder agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member Agent or the relevant TRA Holder, as applicable, or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member Agent or the relevant TRA Holder, as applicable, shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberAgent’s or the relevant TRA Holder’s, as applicable, position, in which case the Corporate Taxpayer shall reimburse such Member Agent or the relevant TRA Holder, as applicable, for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Agent or the relevant TRA Holder, as applicable, shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member its Subsidiaries and Agent or the relevant TRA Holder, as applicable, and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 2.3 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange TRA Party’s Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the relevant TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member the Existing Stockholders Representative are unable to resolve a disagreement with respect to any tax matter or calculation required under this Agreement, including the matters governed by Sections 2.032.3, 3.01(b)4.2 and 6.2, 4.02 and 6.02 within the relevant period designated in this Agreement (or the amount of an Early Termination Payment in the case of a breach to which Section 4.1(b) applies) (“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 firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member any of the Existing Stockholders or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre Institute for ExpertiseConflict Prevention and Resolution. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation or the relevant Taxable Entity, 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 by the Corporate TaxpayerCorporation, except as provided in the next sentence. The Corporate Taxpayer Each of the Corporation and such Member the Existing Stockholders shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer Corporation and such Member the Existing Stockholders and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a the Exchanging Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.4, 3.01(b), 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, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and and, unless the Exchanging Member agrees otherwise, the firm that employs the Expert shall not, have any material relationship with either the Corporate Taxpayer Corporation or such the Exchanging Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the such date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such each Exchanging Member shall bear their own costs and expenses of such proceeding, unless (i) an Exchanging Member has a prevailing position that is more than 15% of the Expert substantially adopts such Member’s positionpayment at issue, in which case the Corporate Taxpayer Corporation shall reimburse such Exchanging Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer Corporation and such the Exchanging Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that HII and the Corporate Taxpayer and a Series B Member Representative are unable to resolve a disagreement with respect to the matters a matter governed by Sections Section 2.03, 3.01(b)Section 4.02, 4.02 and or Section 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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, unless otherwise agreed by HII and the Series B Member Representative, have any material relationship with either HII or the Corporate Taxpayer or such Series B Member or other actual or potential conflict of interestRepresentative. If the parties are unable to agree on an Expert within fifteen thirty (1530) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case case, after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount shall be paid on the such date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerHII, 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 of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, manner in which case the Corporate Taxpayer dispute is resolved, such that, for example, if the entire dispute is resolved in favor of HII, the Series B Member Representative shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceedingpay all of the fees, or (ii) if the Expert substantially adopts items in dispute are resolved 50% in favor of HII and 50% in favor of the Corporate Taxpayer’s positionapplicable Series B Member, in which case such each of HII and the Series B Member Representative shall reimburse pay 50% of the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceedingfees of the 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 (i) final and may be enforced as if it were the award of an arbitrator issued under and pursuant to the rules of the American Arbitration Association and (ii) binding on HII and the Corporate Taxpayer and such Series B Member Representative and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the Stockholder Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 2.3 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the Stockholder Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Stockholder Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the Stockholder Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the Stockholder Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe Stockholder Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the Stockholder Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the Stockholder Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the Stockholders and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a the Exchanging Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.4, 3.01(b), 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 firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with either the Corporate Taxpayer Corporation or such the Exchanging Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the such date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such each Exchanging Member shall bear their own costs and expenses of such proceeding, unless (i) an Exchanging Member has a prevailing position that is more than 10% of the Expert substantially adopts such Member’s positionpayment at issue, in which case the Corporate Taxpayer Corporation shall reimburse such Exchanging Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer Corporation and such the Exchanging Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Company and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections Section 2.03, 3.01(b), Section 4.02 and Section 6.02 (which matters, for the avoidance of doubt, may include the calculations of any amounts set forth in any Schedule or Amended Schedule) 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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm or the preparer of the Advisory Firm Letter), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Company or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar 15 days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise, unless the parties mutually agree to extend such 15-day period. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCompany, subject to adjustment (by an increase or decrease in the amount of subsequent payments otherwise due under this Agreement) or amendment of such Tax Return upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by inversely based upon the Corporate Taxpayerrelative success (in terms of percentages) of each party’s claims. For example, except as provided in if the next sentence. The Corporate Taxpayer and such Member shall bear their own final determination reflects a 60-40 compromise of the parties’ claims, the costs and expenses of such proceeding, unless (i) would be allocated 40% to the Expert substantially adopts such Member’s position, in which case party whose claim was determined to be 60% successful and 60% to the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceedingparty whose claim was determined to be 40% successful. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 7.11 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 7.11 shall be final and binding on the Corporate Taxpayer Company and such Member all TRA Parties and may be entered and enforced in any court having jurisdiction. The determination of the Expert with respect to any dispute that is submitted to it for determination pursuant to this Section 7.11 shall be based solely on presentations and materials provided by the parties hereto that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., such determination shall not be made on the basis of an independent review by the Expert). The Expert shall not assign a value to any Reconciliation Dispute that is greater than the greatest value for such item assigned by the Company, on the one hand, or the TRA Party Representative, on the other hand, or less than the smallest value for such assigned by the Company, on the one hand, and the TRA Party Representative, on the other hand.

Reconciliation. In the event that the Corporate Taxpayer Corporation, the Representative, the KKR Representative and a Member the SL Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 within the relevant period designated in this Agreement a Schedule (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 such parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation, the Representative, the KKR Representative and such Member the SL Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation, the Representative, the KKR Representative or such Member the SL Representative or other actual or potential conflict of interest. If the parties Corporation, the Representative, the KKR Representative and the SL Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation, the Representative, the KKR Representative or the SL Representative or other actual or potential conflict of Commerce Centre for Expertiseinterest. The Expert shall resolve any matter relating to the Exchange Basis a Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto as soon as reasonably practicable and in any event within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the Representative, the KKR Representative and the SL Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially entirely adopts such Member’s positionthe position of the Representative, the KKR Representative and/or SL Representative, in which case the Corporate Taxpayer Corporation shall reimburse such Member the Representative, the KKR Representative and/or SL Representative (as applicable) for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially entirely adopts the Corporate TaxpayerCorporation’s position, in which case such Member the whichever of the Representative, the KKR Representative or SL Representative (or all of them) that disputed the position shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented 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 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 Corporate Taxpayer Corporation and such Member the TRA Parties and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member the TRA Holder Representative (or any applicable TRA Holder) are unable to resolve a disagreement with respect to a Schedule or Amended Schedule prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.4, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time 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 partiesthe disputing Parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member the TRA Holder Representative (or any applicable TRA Holder) agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation, the TRA Holder Representative (or such Member any applicable TRA Holder) or other actual or potential conflict of interest. If the parties disputing Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) responding Party of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation, the TRA Holder Representative (or any applicable TRA Holder) or other actual or potential conflict of Commerce Centre for Expertiseinterest. The Expert shall resolve any matter relating to the Exchange Basis any Schedule or an amendment thereto Amended Schedule or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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; provided that, if the matter is not resolved before 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, subject to adjustment or amendment upon resolution. The costs Corporation and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member applicable TRA Holder(s) shall bear their own costs and expenses of such proceeding, unless (ia) the Expert substantially adopts such Memberthe TRA Holder Representative or applicable TRA Holder(s)’s position, in which case the Corporate Taxpayer Corporation shall reimburse such Member the TRA Holder Representative or applicable TRA Holder(s) for any reasonable and documented out-of-pocket costs and expenses in such proceedingproceeding (including for the avoidance of doubt any costs and expenses incurred by the TRA Holder Representative or any applicable TRA Holder(s) relating to the engagement of the Expert or amending any applicable Tax Return), or (iib) the Expert substantially adopts the Corporate TaxpayerCorporation’s position, in which case the applicable TRA Holder(s) (or the TRA Holder Representative on behalf of such Member TRA Holder(s)) shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within proceeding (including for the meaning avoidance of this Section 7.09 shall be decided doubt costs and expenses incurred by the ExpertCorporation relating to the engagement of the Expert or amending any applicable Tax Return). The Corporation may withhold payments under this Agreement to collect amounts due under the preceding sentence. 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 Corporate Taxpayer Corporation, the TRA Holder Representative and such Member the TRA Holders and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. (a) In the event that the Corporate Taxpayer Corporation and a Member the Principals or, in the event either or both of the JGW Holdings Merger or the PGHI Merger has been effected, the JGW Holdings Shareholder or the PGHI Shareholders, as the case may be, are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member Corporation, any Principal, the JGW Holdings Shareholder and/or the PGHI Shareholders or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Basis Schedule, the Section 381 Attribute Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 sentenceforegoing, if the matter is not resolved before 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer and such Member and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member TRA Party are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 or law firm, and unless the Corporate Taxpayer and such Member agree TRA Party agrees otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party or other actual or potential conflict of interest. If the parties Corporate Taxpayer and TRA Party are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member the TRA Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation, on the one hand, and a Member one or more of the Members, on the other hand, are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b), 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 partiesthe disputing parties and retained by the Corporation. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member parties to the Reconciliation Dispute agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member parties to the Reconciliation Dispute or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange Closing Date Basis Schedule Recovery Letter or an amendment thereto thereto, or the Early Termination Schedule or an amendment thereto within thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, subject to adjustment or amendment upon resolution. The costs and expenses relating parties to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member Reconciliation Dispute shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s positionthe position of a party or parties to the Resolution Dispute, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, party or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member parties whose position was not adopted shall reimburse the Corporate Taxpayer party or parties whose position was adopted 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 Corporate Taxpayer and such Member parties to this Agreement and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member any TRA Objecting Member(s) are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 2.5 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 or principal in a nationally recognized accounting firm or a law firm, and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and and, unless such TRA Objecting Member(s) agree otherwise, the firm that employs the Expert shall not, have any material relationship with either the Corporate Taxpayer Corporation, or such Member TRA Objecting Member(s) or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the any Exchange Basis Schedule, Tax Benefit Schedule, Annual Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the such date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, subject to adjustment or amendment upon resolution. The costs and expenses relating with respect to the engagement of such Expert or amending any Tax Return shall be borne 50% by the Corporate Taxpayer, except Corporation and 50% by the applicable TRA Objecting Member(s). Except as provided in the next immediately preceding sentence. The Corporate Taxpayer , the Corporation and such Member a TRA Objecting Member(s) shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer Corporation and such Member TRA Objecting Member(s) and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation, the Intel Nominee and a Member the TPG Nominee are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 within the relevant period designated in this Agreement a Schedule (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 such parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless . If the Corporate Taxpayer and such Member agree otherwiseCorporation, the Expert shall notIntel Nominee, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member or other actual or potential conflict of interest. If the parties TPG Nominee are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by the International Chamber of Commerce Centre for Expertisetreated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert. The Expert shall resolve any matter relating to the Exchange Basis a Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto as soon as reasonably practicable and in any event within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation, the Intel Nominee and such Member the TPG Nominee shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially entirely adopts such Member’s positionthe position of the Intel Nominee and/or the TPG Nominee, in which case the Corporate Taxpayer Corporation shall reimburse such Member the Intel Nominee and/or TPG Nominee (as applicable) for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially entirely adopts the Corporate TaxpayerCorporation’s position, in which case such Member Tax Benefit Payments to the TRA Parties that would have received increased Tax Benefit Payments if the position of the Intel Nominee and/or the TPG Nominee had been adopted shall reimburse be reduced proportionately in the Corporate Taxpayer for aggregate by any reasonable and documented 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 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 Corporate Taxpayer Corporation and such Member the TRA Parties and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member the TRA Holder Representative (or any applicable TRA Holder) are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.5, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time 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 partiesthe disputing Parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member the TRA Holder Representative (or any applicable TRA Holder) agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation, the TRA Holder Representative (or such Member any applicable TRA Holder), or other actual or potential conflict of interest. If the parties disputing Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation, the TRA Holder Representative (or any applicable TRA Holder), or other actual or potential conflict of Commerce Centre for Expertiseinterest. The Expert shall resolve any disputed matter relating to the Exchange Basis any Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the applicable TRA Holder(s) shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Holder Representative or applicable TRA Holder(s)’s position, in which case the Corporate Taxpayer Corporation shall reimburse such Member the TRA Holder Representative or applicable TRA Holder(s) for any reasonable and documented out-of-pocket costs and expenses in such proceedingproceeding (including for the avoidance of doubt any costs and expenses incurred by the TRA Holder Representative or any applicable TRA Holder(s) relating to the engagement of the Expert or amending any applicable Tax Return), or (ii) the Expert substantially adopts the Corporate TaxpayerCorporation’s position, in which case the applicable TRA Holder(s) (or the TRA Holder Representative on behalf of such Member TRA Holder(s)) shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within proceeding (including for the meaning avoidance of this Section 7.09 shall be decided doubt costs and expenses incurred by the ExpertCorporation relating to the engagement of the Expert or amending any applicable Tax Return). The Corporation may withhold payments under this Agreement to collect amounts due under the preceding sentence. 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 Corporate Taxpayer Corporation, the TRA Holder Representative and such Member the TRA Holders and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the TRA Party Representative or any TRA Holder (as applicable, the “Disputing Party”) and the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.2 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) 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 or law firm, and unless the Corporate Taxpayer and such Member the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or , and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the Disputing Party shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberDisputing Party’s position, in which case the Corporate Taxpayer shall reimburse such Member Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Disputing Party shall reimburse the Corporate Taxpayer 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 2.2 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member any TRA Holder are unable to resolve a disagreement with respect to a Schedule (other than an Early Termination Schedule) prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.5, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time 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 partiesParties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member TRA Holder agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member TRA Holder or other actual or potential conflict of interest. If the parties Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation or such TRA Holder or other actual or potential conflict of Commerce Centre for Expertiseinterest. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the TRA Holders shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Holder’s position, in which case the Corporate Taxpayer Corporation shall reimburse such Member the TRA Holder for any reasonable and documented out-of-pocket costs and expenses in such proceedingproceeding (including for the avoidance of doubt any costs and expenses incurred by the TRA Holder relating to the engagement of the Expert or amending any applicable Tax Return), or (ii) the Expert substantially adopts the Corporate TaxpayerCorporation’s position, in which case such Member the TRA Holder shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within proceeding (including for the meaning avoidance of this Section 7.09 shall be decided doubt costs and expenses incurred by the ExpertCorporation relating to the engagement of the Expert or amending any applicable Tax Return). 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 Corporate Taxpayer Corporation and such Member the TRA Holders and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Taxpayer, Corporate Sub and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 calculation of amounts owed pursuant to this TRA Agreement within the relevant period designated in this TRA Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert in the particular area of disagreement, acting as an expert and not as an arbitrator (the “Expert”) in the particular area of disagreement ), mutually acceptable to both partiesthe Corporate Taxpayer, Corporate Sub and the TRA Party Representative. The Expert shall be a partner or principal in a nationally recognized accounting of PricewaterhouseCoopers, Ernst & Young, Deloitte, KPMG or law firmRSM US LLP, and unless the Corporate Taxpayer Taxpayer, Corporate Sub, and such Member the TRA Party Representative agree in writing otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer any party to this TRA Agreement or any Affiliate of any such Member parties or any other actual or potential conflict of interest. If the parties Corporate Taxpayer, Corporate Sub, and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Corporate Taxpayer, Corporate Sub, and the TRA Party Representative shall cause the Expert shall to be appointed selected by the International Chamber of Commerce Centre for ExpertiseExpertise (the “ICC”) in accordance with the criteria set forth above in this Section 7.9. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (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 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, the undisputed amount shall be paid on the date prescribed by this TRA Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 ICC) of such Expert or and (ii) if applicable, amending any Tax Return shall be borne by in connection with the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses decision of such proceeding, unless Expert and (ib) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts of the Corporate Taxpayer’s position, Corporate Sub and the TRA Party Representative incurred in which case the conduct of such Member proceeding shall reimburse be allocated between the Corporate Taxpayer and Corporate Sub, on the one hand, and the TRA Parties, 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 any reasonable out-of-pocket the excess that such other party has paid in respect of such costs and expenses in such proceedingover the amount it has been so allocated. Corporate Sub may withhold payments under this TRA 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 Corporate Taxpayer Taxpayer, Corporate Sub and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation and a Member the TRA Holder Representative (or any applicable TRA Holder) are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.4, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time 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 partiesthe disputing Parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member the TRA Holder Representative (or any applicable TRA Holder) agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation, the TRA Holder Representative (or such Member any applicable TRA Holder) or other actual or potential conflict of interest. If the parties disputing Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation, the TRA Holder Representative (or any applicable TRA Holder) or other actual or potential conflict of Commerce Centre for Expertiseinterest. The Expert shall resolve any disputed matter relating to the Exchange Basis any Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the applicable TRA Holder(s) shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Holder Representative or applicable TRA Holder(s)’s position, in which case the Corporate Taxpayer Corporation shall reimburse such Member the TRA Holder Representative or applicable TRA Holder(s) for any reasonable and documented out-of-pocket costs and expenses in such proceedingproceeding (including for the avoidance of doubt any costs and expenses incurred by the TRA Holder Representative or any applicable TRA Holder(s) relating to the engagement of the Expert or amending any applicable Tax Return), or (ii) the Expert substantially adopts the Corporate TaxpayerCorporation’s position, in which case the applicable TRA Holder(s) (or the TRA Holder Representative on behalf of such Member TRA Holder(s)) shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within proceeding (including for the meaning avoidance of this Section 7.09 shall be decided doubt costs and expenses incurred by the ExpertCorporation relating to the engagement of the Expert or amending any applicable Tax Return). The Corporation may withhold payments under this Agreement to collect amounts due under the preceding sentence. 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 Corporate Taxpayer Corporation, the TRA Holder Representative and such Member the TRA Holders and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer a Corporation and a Member Principal are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b)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 or principal in a nationally recognized accounting firm or a law firmfirm (other than the Advisory Firm), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer either such Corporation or such Member Principal or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayersuch 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 by the Corporate Taxpayer, Corporation; except as provided in the next sentence. The Corporate Taxpayer Each participating Corporation and such Member each Principal shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case Principal has a prevailing position that is more than 10% of the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s positionpayment at issue, in which case such Member Corporation shall reimburse the Corporate Taxpayer such Principal 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 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 Corporate Taxpayer such Corporation and such Member Principal and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Company and a Member the Stockholder Representative are unable to resolve a disagreement with respect to the matters governed by Sections Section 2.03, 3.01(b), Section 4.02 and Section 6.02 (which matters, for the avoidance of doubt, may include the calculations of any amounts set forth in any Schedule or Amended Schedule) 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 firmfirm (other than the Advisory Firm or the preparer of the Advisory Firm Letter), and unless the Corporate Taxpayer and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Company or such Member the Stockholder Representative or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount such payment shall be paid made on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCompany, subject to adjustment (by an increase or decrease in the amount of subsequent payments otherwise due under this Agreement) or amendment of such Tax Returns upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by inversely based upon the Corporate Taxpayerrelative success (in terms of percentages) of each party’s claims. For example, except as provided in if the next sentence. The Corporate Taxpayer and such Member shall bear their own final determination reflects a 60-40 compromise of the parties’ claims, the costs and expenses of such proceeding, unless (i) would be allocated 40% to the Expert substantially adopts such Member’s position, in which case party whose claim was determined to be 60% successful and 60% to the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceedingparty whose claim was determined to be 40% successful. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 7.08 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 7.08 shall be binding on the Corporate Taxpayer Company and such Member all Stockholders and may be entered and enforced in any court having jurisdiction. The determination of the Expert with respect to any dispute that is submitted to it for determination pursuant to this Section 7.08 shall be based solely on presentations and materials provided by the parties hereto which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., such determination shall not be made on the basis of an independent review by the Expert). The Expert shall not assign a value to any Reconciliation Dispute that is greater than the greatest value for such item assigned by the Company, on the one hand, or the Stockholder Representative, on the other hand, or less than the smallest value for such assigned by the Company, on the one hand, and The Stockholder Representative, on the other hand.

Reconciliation. In the event that the Corporate Taxpayer Company and a Member Stockholders’ Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03Section 2.1, 3.01(b)Section 2.2, 4.02 and 6.02 Section 3.1, Section 4.3 or Section 4.4 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a partner or principal in a nationally recognized expert accounting or law firm (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 or law firm, Unless the Company and unless the Corporate Taxpayer and such Member Stockholders’ Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with PubCo, Parent, the Corporate Taxpayer or such Member Company, the Stockholders’ Representative or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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. For the avoidance of doubt, the Expert shall determine only those matters that are in a Reconciliation Dispute and the Expert’s determination will be based upon and consistent with the terms and conditions of this Agreement. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount shall be paid on the date as prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCompany, 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 by the Corporate Taxpayer, Company except as provided in the next sentence. The Corporate Taxpayer Company and such Member the Stockholders’ Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe Stockholders’ Representative’s position, in which case the Corporate Taxpayer Company shall reimburse such Member the Stockholders’ Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate TaxpayerCompany’s position, in which case such Member the Stockholders’ Representative shall reimburse the Corporate Taxpayer Company 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 6.9 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 6.9 shall be binding on the Corporate Taxpayer Company and such Member the Stockholders’ Representative and may be entered and enforced in any court having competent jurisdiction. The determination by the Expert will be based solely on presentations with respect to such disputed items by the Company and in deciding any matter, the Expert (i) will be bound by the provisions of this Section 6.9, and (ii) may not assign a value to any item greater than the greatest value for such item claimed by either the Company or the Stockholders’ Representative or less than the smallest value for such item claimed by the Company or the Stockholders’ Representative.

Reconciliation. In the event that the Corporate Taxpayer VBC and a any Member are unable to resolve a disagreement with respect to a Schedule (other than an Early Termination Schedule) prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.4, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time period designated in this Agreement (a “Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally or regionally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both partiesParties. The Expert shall be a partner or principal in a nationally or regionally recognized accounting or law firm, and unless the Corporate Taxpayer VBC and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer VBC or such Member or other actual or potential conflict of interest. If the parties Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by the International Chamber treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally or regionally recognized accounting firm that does not have any material relationship with VBC or such Member or other actual or potential conflict of Commerce Centre for Expertiseinterest. The Expert shall resolve any matter relating to the Exchange Basis Schedule or an amendment thereto thereto, or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerVBC, 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 by the Corporate Taxpayer, VBC except as provided in the next sentence. The Corporate Taxpayer VBC and such Member the Members shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such the Member’s position, in which case the Corporate Taxpayer VBC shall reimburse such the Member for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate TaxpayerVBC’s position, in which case such the Member shall reimburse the Corporate Taxpayer VBC for any reasonable and documented 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 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 VBC and the Corporate Taxpayer and such Member Members and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that any Agent and the Corporate Taxpayer and a Member Group are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the Schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.2 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or Schedules) 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 or law firm, and unless the Corporate Taxpayer Group and such Member Agent agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Group or such Member Agent or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Tax Attribute Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or days, and (c) any matter related to treatment of any Tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerTaxpayer Group, 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 by the Corporate Taxpayer, Taxpayer Group except as provided in the next sentence. The Corporate Taxpayer Group and such Member Agent shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberAgent’s positionposition (as determined by the Expert), in which case the Corporate Taxpayer Group shall reimburse such Member Agent for any reasonable out-of-pocket costs and expenses in such proceeding, proceeding or (ii) the Expert substantially adopts the Corporate TaxpayerTaxpayer Group’s positionposition (as determined by the Expert), in which case such Member Agent shall reimburse the Corporate Taxpayer Group 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer Group, the Agents, and such Member the TRA Holders and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Corporation (or the LLC, if the disagreement is with the LLC alone or in conjunction with the Corporation, in which case all references to the Corporation in this Section 7.8 shall include the LLC with respect to such a dispute) and a any Member are unable to resolve a disagreement with respect to a Schedule (other than an Early Termination Schedule) prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.4, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Corporation or such Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert (including any professional fees charged by such Expert) or amending any Tax Return shall be borne by the Corporate Taxpayer, Corporation except as provided in the next sentence. The Corporate Taxpayer Corporation and such Member the Members shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such the Member’s position, in which case the Corporate Taxpayer Corporation shall reimburse such the Member for any reasonable and documented out-of-pocket costs and expenses in such proceedingproceeding (including for the avoidance of doubt any costs and expenses incurred by the Member relating to the engagement of the Expert or amending any applicable Tax Return), or (ii) the Expert substantially adopts the Corporate TaxpayerCorporation’s position, in which case such the Member shall reimburse the Corporate Taxpayer Corporation for any reasonable and documented out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within proceeding (including for the meaning avoidance of this Section 7.09 shall be decided doubt costs and expenses incurred by the ExpertCorporation relating to the engagement of the Expert or amending any applicable Tax Return). The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 7.9 shall be final, binding and non-appealable on the Corporate Taxpayer Corporation and such Member the Members and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 2.3 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange TRA Party’s Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer and such Member and may be entered and enforced in any court having jurisdiction.next

Reconciliation. In the event that the Corporate Taxpayer and a Member the LLC Unit Holder Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 Articles II or IV 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 partiessuch parties and the SKM Norcraft Representative and the Trimaran Cabinet Representative to the extent the Shareholders under the Other Tax Receivable Agreements could reasonably be expected to be adversely affected by resolution of any issue in any Objection Notice. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and (unless the Corporate Taxpayer and such Member the LLC Unit Holder Representative (and, as applicable, the SKM Norcraft Representative and the Trimaran Cabinet Representative) agree otherwise), the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member other parties or other actual or potential conflict of interest. If the applicable parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(send of the thirty (30) of written notice of a Reconciliation Disputecalendar-day period set forth in Section 4.2, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (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. To the extent objections have been substantially contemporaneously raised by the LLC Unit Holder Representative or by the SKM Norcraft Representative or the Trimaran Cabinet Representative, all such objections shall be resolved by a single Expert together. Notwithstanding the preceding sentence, if the matter is not resolved before 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), the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerAgreement, subject to adjustment or amendment upon resolution. For the avoidance of doubt, this Section 7.8 shall not restrict the ability of Corporate Taxpayer or its Affiliates to determine when or whether to file or amend any Tax Return. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne equally by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, other parties participating in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceedingReconciliation Dispute. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 7.8 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 7.8 shall be binding on the Corporate Taxpayer and such Member the other parties participating in the Reconciliation Dispute and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Agent and the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.2 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) 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 or law firm, and unless the Corporate Taxpayer and such Member the Agent agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Agent or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or , and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the Agent shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe Agent’s positionposition (as determined by the Expert), in which case the Corporate Taxpayer shall reimburse such Member the Agent for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s positionposition (as determined by the Expert), in which case such Member the Agent shall reimburse the Corporate Taxpayer 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries and the Agent and the TRA Holders and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member TRA Party Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 2.3 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such Member the TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the TRA Party Representative or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Exchange TRA Party’s Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party Representative’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party Representative shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member each of the TRA Parties and may be entered and enforced in any court having jurisdiction.

Reconciliation. (a) In the event that the Corporate Taxpayer Corporation and a Member the TRA Holder Representative are unable to resolve a disagreement with respect to a Schedule prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.5, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time 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 partiesthe disputing Parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Corporation and such Member the TRA Holder Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member Corporation, the TRA Holder Representative or other actual or potential conflict of interest. If the parties disputing Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with the International Chamber Corporation, the TRA Holder Representative or other actual or potential conflict of Commerce Centre for Expertiseinterest. The Expert shall resolve any matter relating to the Exchange Basis any Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerCorporation, 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 by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and such Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s position, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer 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 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 Corporate Taxpayer Corporation, the TRA Holder Representative and such Member the TRA Holders and may be entered and enforced in any court having competent jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Holdings and a Member WP are unable to resolve a disagreement with respect to a Schedule (other than an Early Termination Schedule) prepared in accordance with the matters governed by Sections 2.03procedures set forth in Section 2.4, 3.01(b)or with respect to an Early Termination Schedule prepared in accordance with the procedures set forth in Section 4.2, 4.02 and 6.02 within the relevant time 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 partiesParties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer Holdings and such Member WP agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer Holdings or such Member WP or other actual or potential conflict of interest. If the parties Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be appointed by the International Chamber treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with Holdings or WP or other actual or potential conflict of Commerce Centre for Expertiseinterest. 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerHoldings, 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 by the Corporate Taxpayer, Holdings except as provided in the next sentence. The Corporate Taxpayer Holdings and such Member WP shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberWP’s position, in which case the Corporate Taxpayer Holdings shall reimburse such Member WP for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s Holdings’ position, in which case such Member WP shall reimburse the Corporate Taxpayer Holdings 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 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 Corporate Taxpayer Holdings and such Member WP and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer PubCo and a Member Eagle US are unable to resolve a disagreement with respect to the calculation of amounts owed pursuant to this Agreement, the matters governed by Sections 2.03, 3.01(b), 4.02 2.2 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 or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer PubCo and such Member Eagle US agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer PubCo or such Member Eagle US, or other actual or potential conflict of interest. If the parties PubCo and Eagle US, are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerPubCo, 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 by the Corporate Taxpayer, PubCo except as provided in the next sentence. The Corporate Taxpayer PubCo and such Member Eagle US, shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s positionthe position of Eagle US, in which case the Corporate Taxpayer PubCo shall reimburse such Member Eagle US for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate TaxpayerPubCo’s position, in which case such Member Eagle US shall reimburse the Corporate Taxpayer PubCo 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 Corporate Taxpayer PubCo and such Member Eagle US and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that any Agent and the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.2 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) 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 or law firm, and unless the Corporate Taxpayer and such Member Agent agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member Agent or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Tax Attribute Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or , and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member Agent shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such MemberAgent’s positionposition (as determined by the Expert), in which case the Corporate Taxpayer shall reimburse such Member Agent for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s positionposition (as determined by the Expert), in which case such Member Agent shall reimburse the Corporate Taxpayer 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries, the Agents, and the TRA Holders and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Agent and the Corporate Taxpayer and a Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03calculations required to produce the schedules described in Section 2.3, 3.01(b)Section 4.4 and Section 6.1 (but not, 4.02 and 6.02 for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) 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 or law firm, and unless the Corporate Taxpayer and such Member the Agent agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the Agent or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseAmerican Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve days, (b) any matter relating to a Tax Benefit Payment Schedule or an amendment thereto within fifteen (15) calendar days or , and (c) any matter related to treatment of any tax-related item as contemplated in Section 6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable, in each case practicable after the such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before 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, the undisputed amount any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the Agent shall each bear their its own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe Agent’s positionposition (as determined by the Expert), in which case the Corporate Taxpayer shall reimburse such Member the Agent for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s positionposition (as determined by the Expert), in which case such Member the Agent shall reimburse the Corporate Taxpayer 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 7.10 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 7.10 shall be binding on the Corporate Taxpayer and such Member its Subsidiaries and the Agent and the TRA Holders and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member TRA Party are unable to resolve a disagreement with respect to the matters governed by Sections 2.032.3, 3.01(b)3.1, 4.02 and 6.02 4.2 or 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 or law firm, and unless the Corporate Taxpayer and such Member TRA Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member TRA Party or other actual or potential conflict of interest. If the parties Corporate Taxpayer and the TRA Party are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, 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 by the Corporate Taxpayer, Taxpayer except as provided in the next sentence. The Corporate Taxpayer and such Member the TRA Party shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Memberthe TRA Party’s position, in which case the Corporate Taxpayer shall reimburse such Member the TRA Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member the TRA Party shall reimburse the Corporate Taxpayer 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 Corporate Taxpayer and such Member the TRA Party and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer and a Member the CD&R Representative are unable to resolve a disagreement with respect to the matters governed by Sections 2.03, 3.01(b), 4.02 and 6.02 ARTICLE II or ARTICLE IV 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 such parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and (unless the Corporate Taxpayer and such Member the CD&R Representative agree otherwise), the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such Member the CD&R Representative or its Affiliates or other actual or potential conflict of interest. If the applicable parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(send of the thirty (30) of written notice of a Reconciliation Disputecalendar-day period set forth in Section 2.1 or Section 4.2, the Expert shall be appointed by the International 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 thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (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 If the matter is not resolved before 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), the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerAgreement, subject to adjustment or amendment upon resolution. For the avoidance of doubt, this Section 7.8 shall not restrict the ability of Corporate Taxpayer or its Affiliates to determine when or whether to file or amend any Tax Return. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne equally by the Corporate Taxpayer, except as provided in the next sentence. The Corporate Taxpayer and the Partnership Interest Holders participating in the Reconciliation Dispute (on a pro rata basis based on relative proportion of all Early Termination Payments under this Agreement, measured by present value of payments due under this Agreement, using the present value calculation and assumptions described under Section 4.3(b) above assuming for such Member shall bear their own costs and expenses of such proceeding, unless (i) purpose the Expert substantially adopts such Member’s position, in which case Early Termination Date is the date the Reconciliation Dispute is resolved). Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) may withhold payments under this Agreement to collect amounts due under the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceedingpreceding sentence. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.09 7.8 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 7.8 shall be binding on the Corporate Taxpayer and such Member the CD&R Representative or its Affiliates, as applicable, participating in the Reconciliation Dispute and may be entered and enforced in any court having jurisdiction.

Reconciliation. In the event that the Corporate Taxpayer Holdings and a Non-Holdings Member are unable to resolve a disagreement with respect to the matters governed by Sections 2.03Section 2.4, 3.01(b), 4.02 and 6.02 Section 3.1(c) or Section 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 or principal in a nationally recognized accounting or law firm, and unless Holdings and the Corporate Taxpayer and such Non-Holdings Member agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with Holdings or the Corporate Taxpayer or such Non-Holdings Member or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for ExpertiseQualified Tax Advisor. The Expert shall resolve any matter relating to the an Exchange Basis Schedule Schedule, or an amendment thereto, the Early Termination Schedule, or an amendment thereto, the Change of Control Termination Schedule, or an amendment thereto or the Early Termination Schedule or an amendment thereto Section 3.1(c), within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 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 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, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate TaxpayerHoldings, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or Expert, amending any Tax Return and the proceeding shall be borne by the Corporate Taxpayer, Holdings except as provided in the next sentence. The Corporate Taxpayer Holdings and such the Non-Holdings Member shall bear their own costs and expenses of such proceeding, unless (i) the Expert substantially adopts such Member’s positionNon-Holdings Member has a prevailing position that is more than 10% of the payment at issue, in which case the Corporate Taxpayer shall reimburse such Member for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert substantially adopts the Corporate Taxpayer’s position, in which case such Member Holdings shall reimburse the Corporate Taxpayer Non-Holdings Member 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 Holdings and the Corporate Taxpayer and Non-Holdings Member which is a party to such Member Dispute and may be entered and enforced in any court having jurisdiction.