If Seller in good faith disagrees with Purchaser’s Estimated Specified Account Net Commissions and Fees, Seller may, within 30 days after receipt of such statement (the “Additional Payment Objection Period”), deliver to Purchaser a notice disagreeing therewith and setting forth Seller’s objections (the “Additional Payment Objection Notice”). The Additional Payment Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, the basis of such disagreement and, if the disagreement relates to the calculation of amounts, Seller’s calculation of such amounts. If the Additional Payment Objection Notice is not timely received by Purchaser within the Additional Payment Objection Period, Seller shall be deemed to agree in all respects with the applicable Estimated Specified Account Net Commissions and Fees as prepared by Purchaser, and such calculation shall be final and binding on the Parties.

If an Additional Payment Objection Notice is timely received by Purchaser within the Additional Payment Objection Period, the Parties shall, during the 20 days following Purchaser’s receipt of such notice, use their good faith, reasonable efforts to reach an agreement on the disputed items. If such an agreement is reached, the Estimated Specified Account Net Commissions and Fees as so agreed shall be final and binding on the Parties. If the Parties are unable to reach such an agreement, Purchaser and Seller shall jointly retain the Accountant to resolve any remaining disagreements. Purchaser and the Seller Parties shall execute, if requested by the Accountant, a reasonable engagement letter, including customary indemnification provisions in favor of the Accountant. Purchaser and Seller shall direct the Accountant to render a determination in writing as promptly as practicable and in any event within 30 days after its retention and the Parties shall cooperate with the Accountant during its engagement and make available the records and workpapers necessary for its review. The Accountant shall consider only those items and amounts set forth in the Additional Payment Objection Notice that Purchaser and Seller have been unable to resolve, and the Accountant shall review only the records and workpapers submitted and base its determination solely on such submissions and the related computational materials. In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value of such item claimed by either party or less than the smallest value for such item claimed by either party. The Accountant’s determination shall be based on the definitions included herein and shall otherwise be made in accordance with this Agreement. The determination of the Accountant shall be conclusive and binding upon the