SCHEDULE (OR AMENDED EXCHANGE BASIS SCHEDULE) OR ANY TAX BENEFIT SCHEDULE (OR
AMENDED TAX BENEFIT SCHEDULE), THE CORRESPONDING DUFF & PHELPS SCHEDULE (OR
AMENDED DUFF & PHELPS SCHEDULE) SHALL BE AMENDED IN A CONSISTENT MANNER.
SECTION 2.06.
COSTS AND EXPENSES.
ALL REASONABLE THIRD-PARTY OUT OF
POCKET COSTS AND EXPENSES INCURRED BY RTEA AND BUYER TO PRODUCE, EVALUATE, OR
RESOLVE ANY DISAGREEMENT WITH RESPECT TO THE DUFF & PHELPS SCHEDULE, THE LIFE OF
MINE MODEL, THE PROJECTED TAX BENEFIT SCHEDULE, OR ANY SCHEDULE REQUIRED TO BE
PRODUCED UNDER THIS AGREEMENT THAT WOULD NOT HAVE BEEN INCURRED BY RTEA OR
BUYER, RESPECTIVELY, IF RTEA AND BUYER HAD NOT ENTERED INTO THIS AGREEMENT,
SHALL BE BORNE 85% BY RTEA AND 15% BY BUYER UNLESS OTHERWISE EXPLICITLY PROVIDED
UNDER THIS AGREEMENT.
FOR THE AVOIDANCE OF DOUBT, SUCH COSTS OR EXPENSES SHALL
NOT INCLUDE TIME OR RESOURCES SPENT BY EMPLOYEES OF RTEA, BUYER, OR ANY OF THEIR
RESPECTIVE AFFILIATES.
ARTICLE III
TAX BENEFIT PAYMENTS
SECTION 3.01.
PAYMENTS.
(A)
PAYMENTS.
WITHIN FIVE (5) CALENDAR DAYS OF A TAX BENEFIT SCHEDULE AND
THE CORRESPONDING TAX BENEFIT COMPUTATION SCHEDULE DELIVERED TO RTEA BECOMING
FINAL IN ACCORDANCE WITH SECTION 2.05(A), BUYER SHALL PAY TO RTEA THE TAX
BENEFIT PAYMENT (IF THE TAX BENEFIT PAYMENT IS A POSITIVE NUMBER) OR RTEA SHALL
PAY TO BUYER THE TAX BENEFIT PAYMENT (IF THE TAX BENEFIT PAYMENT IS A NEGATIVE
NUMBER) FOR SUCH TAXABLE YEAR, DETERMINED PURSUANT TO SECTION 3.01(B). EACH SUCH
TAX BENEFIT PAYMENT SHALL BE MADE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS TO A BANK ACCOUNT OF RTEA PREVIOUSLY DESIGNATED BY RTEA TO BUYER, TO A
BANK ACCOUNT OF BUYER PREVIOUSLY DESIGNATED BY BUYER TO RTEA, OR AS OTHERWISE
AGREED BY BUYER AND RTEA. FOR THE AVOIDANCE OF DOUBT, NO TAX BENEFIT PAYMENT
SHALL BE MADE IN RESPECT OF ESTIMATED TAX PAYMENTS AND NO TAX BENEFIT PAYMENT
SHALL BE MADE IN RESPECT OF AN AMENDED SCHEDULE EXCEPT IN ACCORDANCE WITH
SECTION 3.01(B). AT THE SAME TIME THAT THE TAX BENEFIT PAYMENT IS PAID, THE
PAYOR SHALL PROVIDE DOCUMENTATION TO THE RECIPIENT ILLUSTRATING THE PAYOR'S
CALCULATION OF THE INTEREST AMOUNT WITH RESPECT TO SUCH TAX BENEFIT PAYMENT.
(B)
A "TAX BENEFIT PAYMENT" WITH RESPECT TO A TAXABLE YEAR MEANS AN AMOUNT
EQUAL TO 85% OF THE SUM OF THE NET TAX BENEFIT AND THE INTEREST AMOUNT FOR THAT
TAXABLE YEAR. THE "NET TAX BENEFIT" FOR EACH TAXABLE YEAR SHALL BE AN AMOUNT
EQUAL TO THE DIFFERENCE OF (I) THE CUMULATIVE NET REALIZED TAX BENEFIT FOR SUCH
TAXABLE YEAR AND (II) THE TOTAL AMOUNT OF NET PAYMENTS PREVIOUSLY MADE FROM
BUYER TO RTEA UNDER THIS SECTION 3.01, EXCLUDING ALL PAYMENTS ATTRIBUTABLE TO
INTEREST AMOUNT (THE "NET BENEFITS ALREADY PAID").
THE "INTEREST AMOUNT" FOR
EACH TAXABLE YEAR SHALL EQUAL THE INTEREST ON THE NET TAX BENEFIT FOR SUCH
TAXABLE YEAR CALCULATED AT THE AGREED RATE, COMPOUNDED MONTHLY, FROM THE DUE
DATE (WITHOUT EXTENSIONS) FOR FILING THE U.S. FEDERAL INCOME TAX RETURN OF BUYER
WITH RESPECT TO TAXES FOR SUCH TAXABLE YEAR UNTIL THE