SUCH TAXABLE YEAR (A "TAX BENEFIT SCHEDULE"); (II) A CERTIFICATION
SIGNED BY THE CFO OF BUYER STATING THAT THE TAX BENEFIT SCHEDULE IS CONSISTENT
WITH THE TAX RETURNS OF BUYER AND EACH OF ITS SUBSIDIARIES, AND THAT THE TAX
BENEFIT SCHEDULE WAS PREPARED USING THE SAME STANDARD OF CARE AS THE TAX RETURNS
OF BUYER AND EACH OF ITS SUBSIDIARIES; AND (III) A CALCULATION OF THE TAX
BENEFIT PAYMENT DUE WITH RESPECT TO SUCH TAXABLE YEAR, IF ANY, WITH AN ESTIMATE
OF THE INTEREST AMOUNT BASED ON THE EXPECTED PAYMENT DATE (A "TAX BENEFIT
COMPUTATION SCHEDULE"). THE TAX BENEFIT SCHEDULE AND TAX BENEFIT COMPUTATION
SCHEDULE WILL BECOME FINAL AS PROVIDED IN SECTION 2.05(A) AND MAY BE AMENDED AS
PROVIDED IN SECTION 2.05(B) (SUBJECT TO THE PROCEDURES SET FORTH IN
SECTION 2.05(B)).
SECTION 2.05.
PROCEDURES, AMENDMENTS.
(A)
PROCEDURE.
EVERY TIME BUYER DELIVERS TO RTEA A TAX BENEFIT SCHEDULE OR
AN AMENDED SCHEDULE PURSUANT TO SECTION 2.05(B), BUYER SHALL ALSO (X) DELIVER TO
RTEA SCHEDULES AND WORK PAPERS PROVIDING REASONABLE DETAIL REGARDING THE
PREPARATION OF SUCH SCHEDULE AND (Y) ALLOW RTEA REASONABLE ACCESS, AT NO COST TO
RTEA, TO THE APPROPRIATE REPRESENTATIVES AT BUYER, OR ANY AFFILIATE OF BUYER, IN
CONNECTION WITH A REVIEW OF SUCH SCHEDULE. BUYER SHALL ALSO ALLOW RTEA
REASONABLE ACCESS TO THIRD PARTIES RETAINED BY BUYER OR ITS AFFILIATES, AND THE
COSTS OF RTEA'S ACCESS TO SUCH THIRD PARTIES SHALL BE BORNE 85% BY RTEA AND 15%
BY BUYER.
ANY SCHEDULE RECEIVED BY RTEA SHALL BECOME FINAL AND BINDING ON ALL
PARTIES UNLESS RTEA, WITHIN 30 CALENDAR DAYS AFTER RECEIVING SUCH SCHEDULE,
PROVIDES BUYER WITH NOTICE OF A REASONABLE OBJECTION TO SUCH SCHEDULE
("OBJECTION NOTICE") MADE IN GOOD FAITH. IF THE PARTIES, FOR ANY REASON, ARE
UNABLE TO SUCCESSFULLY RESOLVE THE ISSUES RAISED IN SUCH NOTICE WITHIN 30
CALENDAR DAYS OF RECEIPT BY BUYER OF AN OBJECTION NOTICE, BUYER AND RTEA SHALL
EMPLOY THE RECONCILIATION PROCEDURES.
(B)
AMENDED SCHEDULE.
ANY EXCHANGE BASIS SCHEDULE (OR AMENDED EXCHANGE
BASIS SCHEDULE) OR APPLICABLE TAX BENEFIT SCHEDULE (OR AMENDED TAX BENEFIT
SCHEDULE) AND ITS CORRESPONDING TAX BENEFIT COMPUTATION SCHEDULE FOR ANY TAXABLE
YEAR SHALL BE AMENDED FROM TIME TO TIME BY BUYER (SUCH SCHEDULE, AN "AMENDED
SCHEDULE") (I) IN CONNECTION WITH A DETERMINATION AFFECTING SUCH SCHEDULE,
(II) TO CORRECT INACCURACIES IN THE SCHEDULE IDENTIFIED AS A RESULT OF THE
RECEIPT OF ADDITIONAL FACTUAL INFORMATION RELATING TO A TAXABLE YEAR AFTER THE
DATE THE SCHEDULE WAS PROVIDED TO RTEA, (III) TO COMPLY WITH THE EXPERT'S
DETERMINATION UNDER THE RECONCILIATION
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PROCEDURES, (IV) TO REFLECT A CHANGE IN THE REALIZED TAX BENEFIT OR REALIZED TAX
DETRIMENT FOR SUCH TAXABLE YEAR ATTRIBUTABLE TO A CARRYBACK OR CARRYFORWARD OF A
LOSS OR OTHER TAX ITEM TO SUCH TAXABLE YEAR, OR (V) TO REFLECT A CHANGE IN THE
REALIZED TAX BENEFIT OR REALIZED TAX DETRIMENT FOR SUCH TAXABLE YEAR
ATTRIBUTABLE TO AN AMENDED TAX RETURN FILED FOR SUCH TAXABLE YEAR OR PURSUANT TO
A DETERMINATION FOR SUCH TAXABLE YEAR. UPON THE AMENDMENT OF ANY EXCHANGE BASIS