THAT SUCH TAX RETURN IS REQUIRED TO BE FILED, SUCH TAX RETURN SHALL BE FILED IN
A MANNER CONSISTENT WITH ZION SOLUTIONS' POSITION; PROVIDED, FURTHER, THAT WITH
RESPECT TO ANY SUCH TAX RETURN THAT IS FILED PRIOR TO A DETERMINATION BY THE
INDEPENDENT ACCOUNTING FIRM, ZION SOLUTIONS AND EXELON SHALL TAKE ALL
COMMERCIALLY REASONABLE STEPS TO AMEND SUCH TAX RETURN, IF NECESSARY, TO REFLECT
ANY MATERIAL DETERMINATION MADE BY THE INDEPENDENT ACCOUNTING FIRM.
5.6.3.
EACH OF THE PARTIES SHALL PROVIDE THE OTHER WITH SUCH
ASSISTANCE AS MAY REASONABLY BE REQUESTED BY THE OTHER PARTY IN CONNECTION WITH
THE PREPARATION OF ANY TAX RETURN, ANY AUDIT OR OTHER EXAMINATION BY ANY TAXING
AUTHORITY, OR ANY JUDICIAL OR ADMINISTRATIVE PROCEEDINGS RELATING TO LIABILITY
FOR TAXES OR EFFECTUATING THE TERMS OF THIS AGREEMENT, AND EACH WILL RETAIN AND
PROVIDE THE REQUESTING PARTY WITH ANY RECORDS OR INFORMATION WHICH MAY BE
RELEVANT TO SUCH RETURN, AUDIT OR EXAMINATION, PROCEEDINGS OR DETERMINATION.
ANY INFORMATION OBTAINED PURSUANT TO THIS SECTION OR PURSUANT TO ANY OTHER
SECTION HEREOF PROVIDING FOR THE SHARING OF INFORMATION OR REVIEW OF ANY TAX
RETURN OR OTHER SCHEDULE RELATING TO TAXES SHALL BE KEPT CONFIDENTIAL BY THE
PARTIES, EXCEPT TO THE EXTENT SUCH INFORMATION IS REQUIRED TO BE DISCLOSED BY
LAW.
5.6.4.
IN THE EVENT THAT A DISPUTE ARISES BETWEEN ZION
SOLUTIONS AND EXELON AS TO THE PREPARATION OR THE REPORTING OF ANY MATERIAL ITEM
ON A TAX RETURN TO BE FILED BY EXELON OR THE ALLOCATION OF SUCH TAXES BETWEEN
ZION SOLUTIONS AND EXELON, THE PARTIES SHALL ATTEMPT IN GOOD FAITH TO RESOLVE
SUCH DISPUTE, AND ANY AGREED AMOUNT SHALL BE PAID TO THE APPROPRIATE PARTY
WITHIN TEN (10) BUSINESS DAYS AFTER THE DATE ON WHICH THE PARTIES REACH
AGREEMENT.
IF A DISPUTE IS NOT RESOLVED WITHIN THIRTY
26
(30) DAYS AFTER A PARTY HAVING PROVIDED THE OTHER PARTY WRITTEN NOTICE OF A
DISPUTE, THE PARTIES SHALL SUBMIT THE DISPUTE FOR DETERMINATION AND RESOLUTION
TO DELOITTE & TOUCHE LLP OR SUCH OTHER MUTUALLY AGREEABLE FIRM OF CPAS (WHICH IS
NOT EXELON'S, ZION SOLUTIONS' OR ZION SOLUTIONS' PARENT'S INDEPENDENT
ACCOUNTANTS) OF RECOGNIZED NATIONAL STANDING (THE "INDEPENDENT ACCOUNTING
FIRM"), WHICH SHALL BE INSTRUCTED TO DETERMINE AND REPORT TO THE PARTIES IN
WRITING, WITHIN THIRTY (30) DAYS AFTER SUCH SUBMISSION, UPON SUCH DISPUTED
AMOUNT, AND SUCH WRITTEN REPORT SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE
PARTIES.
THE INDEPENDENT ACCOUNTING FIRM SHALL ACT AS AN EXPERT AND NOT AS AN
ARBITRATOR AND SHALL MAKE FINDINGS ONLY WITH RESPECT TO THE REMAINING DISPUTES
SO SUBMITTED TO IT (AND NOT BY INDEPENDENT REVIEW).
NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY, THE FEES AND EXPENSES OF THE INDEPENDENT
ACCOUNTING FIRM IN RESOLVING THE DISPUTE SHALL BE BORNE EQUALLY BY EXELON AND
ZION SOLUTIONS.
ANY PAYMENT REQUIRED TO BE MADE AS A RESULT OF THE RESOLUTION
OF THE DISPUTE BY THE INDEPENDENT ACCOUNTING FIRM SHALL BE MADE WITHIN TEN
(10) DAYS AFTER SUCH RESOLUTION, TOGETHER WITH ANY INTEREST DETERMINED BY THE
INDEPENDENT ACCOUNTING FIRM TO BE