AND (B) WITH RESPECT TO ANY TAX
YEAR FOR WHICH A FEDERAL OR STATE
7
INCOME TAX RETURN OF THE COMPANY OR CONSOLIDATED GROUP IS DUE AFTER THE RECEIPT
OF SUCH RULING OR DETERMINATION, THE EARLIER OF (I) THE DUE DATE (TAKING INTO
ACCOUNT APPLICABLE EXTENSIONS) FOR SUCH RETURN OR (II) THE DATE SUCH RETURN IS
ACTUALLY FILED.
(B)
WITHIN 30 DAYS OF DELIVERY OF THE NOL CERTIFICATE, EACH MEMBER
SHALL GIVE WRITTEN NOTICE TO THE COMPANY SPECIFYING WHETHER SUCH MEMBER AGREES
OR OBJECTS (A "NOTICE OF AGREEMENT" AND A "NOTICE OF OBJECTION", RESPECTIVELY)
TO THE NOL CERTIFICATE AND THE COMPUTATION OF THE NOL PAYMENT AMOUNT.
(C)
IF EACH MEMBER DELIVERS A NOTICE OF AGREEMENT AND ANY NOL PAYMENT
AMOUNT IS PAYABLE, THE COMPANY SHALL PAY SUCH AMOUNTS TO THE MEMBERS IN
ACCORDANCE WITH SECTION 2.2(A).
(D)
AS PROMPTLY AS PRACTICABLE FOLLOWING DELIVERY OF A NOTICE OF
OBJECTION, THE APPLICABLE MEMBER SHALL DELIVER TO THE PARENT AND EACH OTHER
MEMBER A CERTIFICATE (AN "OBJECTION CERTIFICATE") SETTING FORTH IN REASONABLE
DETAIL EACH OF THE OBJECTIONS TO THE CALCULATIONS, VALUATIONS, METHODOLOGIES,
LISTS, COMPUTATIONS, ASSUMPTIONS AND OTHER INFORMATION (COLLECTIVELY, THE
"VALUATIONS") THAT THE MEMBER HAS TO THE APPLICABLE NOL CERTIFICATE.
IF A
MAJORITY DOES NOT AGREE WITH THE OBJECTION CERTIFICATE (OR ANY OBJECTIONS WITHIN
SUCH OBJECTION CERTIFICATE), THEN THE NOL PAYMENT AMOUNT SHALL BE AS SET FORTH
IN THE NOL CERTIFICATE AND THE PARENT SHALL PAY SUCH AMOUNTS IN ACCORDANCE WITH
SECTION 2.2(A).
IF WITHIN TEN DAYS OF THE DELIVERY OF THE OBJECTION
CERTIFICATE, A MAJORITY AGREES, IN WHOLE OR IN PART, WITH THE OBJECTION
CERTIFICATE, THE PARENT AND THE MEMBERS SHALL ATTEMPT IN GOOD FAITH TO RESOLVE
ALL DISAGREEMENTS REGARDING THE VALUATIONS.
IF, AFTER 20 DAYS, PARENT AND THE
MEMBERS ARE UNABLE TO RESOLVE ANY SUCH DISAGREEMENT, PARENT AND THE MEMBERS
SHALL SUBJECT THE REMAINING AREAS OF DISAGREEMENT REGARDING THE NOL CERTIFICATE
THAT ARE IN DISPUTE TO ERNST & YOUNG OR ANY OTHER MUTUALLY AGREED UPON
INDEPENDENT PUBLIC ACCOUNTING FIRM OF NATIONAL STANDING THAT SHALL HAVE
EXPERTISE IN THE VALUATION OF ASSETS AND PROPERTIES (THE "FIRM").
THE FIRM
SHALL BE INSTRUCTED TO DETERMINE WHETHER THE VALUATIONS SET FORTH IN THE NOL
CERTIFICATE THAT ARE IN DISPUTE ARE CORRECT IN ALL MATERIAL RESPECTS.
IF THE
FIRM DETERMINES THAT SUCH VALUATIONS ARE CORRECT, THE NOL PAYMENT AMOUNT SHALL
BE AS SET FORTH IN THE NOL CERTIFICATE, AND EACH MEMBER SHALL BE DEEMED TO HAVE
DELIVERED A NOTICE OF AGREEMENT WITH RESPECT TO SUCH NOL CERTIFICATE AND THE
COMPANY SHALL PAY SUCH AMOUNTS IN ACCORDANCE WITH SECTION 2.2(A).
IF THE FIRM
DETERMINES THAT ANY OF THE VALUATIONS SET FORTH IN THE NOL CERTIFICATE ARE
INCORRECT IN ANY RESPECT (WHETHER OR NOT MATERIAL), THE FIRM'S RESULTING
CALCULATION OF THE NOL PAYMENT AMOUNT SHALL BE BINDING ON ALL PARTIES HERETO
(THE "RESOLUTION") AND THE PARENT, UPON NOTICE OF SUCH RESOLUTION, SHALL PAY
SUCH AMOUNTS IN ACCORDANCE WITH SECTION 2.2(A).
ALL COSTS AND EXPENSES BILLED
BY THE FIRM IN CONNECTION WITH THE PERFORMANCE OF ITS DUTIES DESCRIBED