Tax Benefit Schedule. Following the Closing Date, within ninety (90) calendar days after the filing of the Form 1120 (or any successor form) of the Corporation for any Taxable Year, the Corporation shall provide to the TRA Party Representative a schedule showing, in reasonable detail, the calculation of the Tax Benefit Payment in respect of each TRA Party for such Taxable Year and the calculation of the Realized Tax Benefit and Realized Tax Detriment and the components thereof for such Taxable Year (a “Tax Benefit Schedule”). Each Tax Benefit Schedule will become final as provided in [Section 2.3(a)] and may be amended as provided in [Section 2.3(b)] (subject to the procedures set forth in [Section 2.3(b)]).

Section # Tax Benefit Schedule.

“Schedule” means any of the following: # an Attribute Schedule, # a Tax Benefit Schedule, or # the Early Termination Schedule and, in each case, any amendments thereto.

“Tax Benefit Schedule” is defined in [Section 2.2(a)] of this Agreement.

Benefit. This Note shall be binding upon the Company and its legal representatives, successors and assigns. This Note shall inure ​ benefit of Holder and its legal representatives, successors and assigns. Any assignment by Holder may be made only with the prior written consent of the Company and any assignment made without such consent shall be void.

Benefit. This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns.

Amended Schedule. The applicable Attribute Schedule or Tax Benefit Schedule for any Taxable Year may be amended from time to time by the Corporation # in connection with a Determination affecting such Schedule, # to correct inaccuracies in the Schedule identified after the date the Schedule was provided to the TRA Party Representative, # to comply with the Expert’s determination under the Reconciliation Procedures, AmericasActive:18057467.3

Tax Benefits. The Buyer and/or the Company and its Affiliates shall pay to the Seller any Transaction Tax Benefit (as defined below) realized. For this purpose, a Transaction Tax Benefit is any reduction in the Buyer and/or the Company’s or its Affiliate’s Tax liability in any Post-Closing Tax Period resulting from the carryforward of any Transaction Tax Deductions from Pre-Closing Tax Periods to such Post-Closing Tax Period. A Transaction Tax Benefit shall be deemed to be realized in a Post-Closing Tax Period if, and to the extent that, # the Buyer, the Company’s and its Affiliate’s liability for Taxes for such Post-Closing Tax Period, calculated by excluding the carryforward of Transaction Tax Deductions from Pre-Closing Tax Periods to such Post-Closing Tax Period, exceeds # the Buyer and/or the Company’s and its Affiliate’s liability for Taxes for such Post-Closing Tax Period, calculated by taking into account the carryforward of Transaction Tax Deductions from Pre-Closing Tax Periods to such Post-Closing Tax Period. A Transaction Tax Benefit shall be calculated at the time the Buyer and/or the Company or its Affiliates file Tax Returns for such Post-Closing Tax Periods, and not when estimated Taxes are paid. The Buyer shall prepare and submit to the Seller within five (5) days after the filing of any Tax Return for a Post-Closing Tax Period a schedule (along with all back-up calculations) setting forth the Transaction Tax Benefit calculation for Seller’s review, comment, and consent. The Buyer and/or the Company and its Affiliates shall timely and properly deliver all such documents, forms and other information as Seller may reasonably request which relate to the calculation of the Transaction Tax Benefit amount. If, within thirty (30) days after receiving the Buyer’s schedule, the Seller notifies the Buyer that the Seller disputes any item(s) reflected on such schedule, the Buyer and the Seller shall cooperate in good faith to resolve any dispute. If the Buyer and Seller fail to reach an agreement within thirty (30) days after the Seller notifies Buyer that the Seller disputes any item(s) reflected on Buyer’s schedule, the determination of the disputed item or items shall be made by the Independent Accounting Firm, whose decision shall be final and whose fees shall be shared equally by the Buyer, on the one hand, and the Seller on the other hand.

[Schedule 8.17] hereto sets forth a complete list of all “business associate agreements” (as such term is defined in HIPAA) that any Borrower or Guarantor has entered into with any person as of the date of Amendment No. 4.

[Schedule 8.18] hereto sets forth an accurate, complete and current list of all participation agreements of any Borrower or Guarantor with health maintenance organizations, insurance programs, preferred provider organizations and other Third Party Payors and all such agreements are in full force and effect and no material default exists thereunder.