As a result of the uncertainty in the application of sections 4999 and 280G of the Code, it is possible that the Payments to be made to you, or provided for your benefit, either have been made or will not be made by AKS which, in either case, will be inconsistent with the limitations provided in Section F(1) (hereinafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to you made on the date you received the Excess Payment and you shall repay the Excess Payment to AKS on demand (but not less than ten days after written notice is received by you) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in section 1274(d) of the Code) from the date of your receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (a) the Accounting Firm, AKS or the IRS, (b) pursuant to a determination by a court, or (c) upon the resolution to your satisfaction of the Dispute, that an Underpayment has occurred, AKS shall pay an amount equal to the Underpayment to you within ten days of such determination or resolution together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to you until the date of payment.