Common use of Amended Schedule Clause in Contracts

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Applicable Partner or the correction of computational errors set forth in such Schedule, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, In the Corporate Taxpayer shall provide event that the Corporation delivers an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final an Applicable Partner pursuant to Section 2.3(a2.04(b)(ii) orwithin 180 days of the payment of the Tax Benefit Payment, if applicableany, Section 7.9related to the original Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation in its sole discretion, be obligated to refund to the Corporation the amount (Aif any) by which the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in made pursuant to such original schedule exceeds the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for Payment as computed pursuant to the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occursSchedule.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party and the TRA Party Representative when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable YearYear or within thirty (30) calendar days after the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, whichever is later. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after from the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the amendment actually occursoccurs until the payment date applicable to such Taxable Year under Section 3.1(a).

Amended Schedule. The applicable Schedule for any Taxable Year may be amended (and, at the request of a Founder Participant, shall be amended if such amendment would result in a material increase in the amounts payable pursuant to this Agreement to one or more of the Founder Participants) from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Participants, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule) in the Overall Realized Tax Benefit, Benefit or the Overall Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change (relative to the amounts in the original Schedule) in the Overall Realized Tax Benefit or the Overall Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Basis Adjustment Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable; provided, the Corporate Taxpayer shall provide however, that such a change under clause (i) attributable to an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event audit of a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to such change. The Corporation shall provide any Amended Schedule to each Participant within thirty (30) calendar days of the occurrence of an event referred to in calculating clauses (i) through (vi) of the preceding sentence, and any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead such Amended Schedule shall be taken into account subject to approval procedures similar to those described in calculating Section 2.04(a). Notwithstanding anything to the Cumulative Net contrary herein, all calculations and determinations hereunder, including Basis Adjustments, the Schedules and the determination of the Overall Realized Tax Benefit for and the Taxable Year Overall Realized Tax Detriment, shall be made in which accordance with any elections, methodologies or positions taken on the amendment actually occurs, and (B) as a result relevant Tax Returns of the foregoing, any increase of Corporation and its subsidiaries (and the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occursLLC and its subsidiaries).

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Parent: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule, including those Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Beneficiary Representative and Blocker Corporation Owners; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the Corporate Taxpayer Parent shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers Beneficiary Representative and Blocker Corporation Owners within sixty (60) calendar days of the Basis occurrence of an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule for shall be subject to approval procedures similar to those described in Section 2.6(a). For the following Taxable Year. In the event avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or2.6(a), if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the such amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occursis executed.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable YearYear (or, in the sole discretion of the Corporate Taxpayer, at an earlier date). In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following Taxable Yearpreceding sentence. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) the United States federal income tax return of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the such Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the such Schedule was provided to a the TRA PartyParty Representative, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the ) The Corporate Taxpayer shall provide an Amended Schedule to each the TRA Party when Representative within 30 calendar days of the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Yearoccurrence of an event referenced in clauses (i) through (vi) above. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, occurs and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) the United States federal income tax return of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Exchange Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The Any Exchange Basis Schedule (or amended Exchange Basis Schedule) or applicable Tax Benefit Schedule (or amended Tax Benefit Schedule) and its corresponding Tax Benefit Computation Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Buyer (such Schedule, an "Amended Schedule") (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA PartyRTEA, (iii) to comply with an the Expert’s 's determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, or (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any a Determination for such Schedule, an “Amended Schedule”). If applicable, the Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In Upon the event a amendment of any Exchange Basis Schedule is (or amended after such Schedule becomes final pursuant to Section 2.3(aExchange Basis Schedule) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating or any Tax Benefit Payment in Schedule (or amended Tax Benefit Schedule), the Taxable Year to which the amendment relates but instead corresponding Duff & Xxxxxx Schedule (or amended Duff & Xxxxxx Schedule) shall be taken into account amended in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occursconsistent manner.

Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Company (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Stockholder Representative, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule or the prior Amended Schedule) in the Realized Tax Benefit, or the Realized Tax Detriment Benefit for such Taxable Year attributable to a carryback or carryforward (including, to the extent affecting the Non-Tax Benefit Tax Liability, a hypothetical carryback or carryforward attributable to any Post-IPO Tax Benefits) of a loss or other Tax tax item to such Taxable Year, or (v) to reflect a material change (relative to the amounts in the original Schedule) in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable; provided, the Corporate Taxpayer shall provide however, that such a change under clause (i) attributable to an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event audit of a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule Tax Return by an applicable Taxing Authority shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to on an Amended Schedule unless and until there has been a Determination with respect to such change). The Company shall not accrue provide any Amended Schedule to the Interest Amount Stockholder Representative within thirty calendar days of becoming aware of the occurrence of an event referred to in clauses (or any other interest hereunderi) until after the due date through (without extensions) for filing IRS Form 1120 (or any successor formv) of the Corporate Taxpayer preceding sentence (or, to the extent such event occurs in connection with the preparation of a Company Return filing described in Section 2.02, concurrently with the delivery of the Tax Benefit Schedule with respect to Taxes for such Company Return pursuant to Section 2.02) and any such Amended Schedule shall be subject to the Taxable Year approval procedures described in which Section 2.03(a); provided, however, that any Amended Schedule provided pursuant to an Expert’s determination under the amendment actually occursReconciliation Procedures as described in clause (iii) of the preceding sentence shall be final and binding on all parties hereto and not subject to the approval procedures described in Section 2.03.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Tax Benefit Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Tax Benefit Schedule, (ii) to correct material inaccuracies in the Schedule, including those Tax Benefit Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA PartyEagle US, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment Benefit for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, or (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Tax Benefit Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Tax Benefit Schedule to each TRA Party when Eagle US within sixty (60) calendar days of the Corporate Taxpayer delivers occurrence of a material event referenced in clauses (i) through (v) of the Basis Schedule for the following Taxable Yearfirst sentence of this paragraph. In the event a Tax Benefit Schedule is amended after such Tax Benefit Schedule becomes final pursuant to Section 2.3(a2.2(a) or, if applicable, Section 7.9, (A) the Amended Tax Benefit Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Tax Benefit Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a the TRA PartyParty Representative, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each the TRA Party Representative when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when relevant Member within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following Taxable Yearpreceding sentence. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a2.03(a) or, if applicable, Section 7.97.09, (Ax) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (By) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Parent: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule, including those Schedule identified as a result of a mistake or the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Beneficiary Representative and the Blocker Holder; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the Corporate Taxpayer Parent shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers Beneficiary Representative and the Basis Blocker Holder within sixty (60) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule for shall be subject to approval procedures similar to those described in Section 2.6(a). For the following Taxable Year. In the event avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or2.6(a), if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the such amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occursis executed.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following Taxable Yearpreceding sentence. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) the United States federal income tax return of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s 's determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s 's Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “"Amended Schedule”"). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Company (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Shareholders' Representative, (iii) to comply with an the Expert’s 's determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule or any prior Amended Schedule) in the U.S. Realized Tax Benefit, Benefit or the U.K. Realized Tax Detriment Benefit for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, or (v) to reflect a material change (relative to the amounts in the original Schedule or any prior Amended Schedule) in the U.S. Realized Tax Benefit or the U.K. Realized Tax Detriment Benefit for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “"Amended Schedule”"). If applicable; provided, the Corporate Taxpayer shall provide however, that such a change under clause (i) attributable to an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event audit of a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule Tax Return by an applicable Taxing Authority shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to on an Amended Schedule unless and until there has been a Determination with respect to such change. The Company shall not accrue provide any Amended Schedule to the Interest Amount Shareholders' Representative within thirty (or any other interest hereunder30) until after calendar days of the due date occurrence of an event referred to in clauses (without extensionsi) for filing IRS Form 1120 through (or any successor formv) of the Corporate Taxpayer preceding sentence (or, to the extent such event occurs in connection with respect a Company Return filing described in Section 2.02, concurrently with the delivery of the Tax Benefit Schedule pursuant to Taxes for the Taxable Year Section 2.02) and any such Amended Schedule shall be subject to approval procedures similar to those described in which the amendment actually occursSection 2.03(a).

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following Taxable Yearpreceding sentence. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) the United States federal income tax return of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable A Schedule (other than an Early Termination Schedule) for any Taxable Year may only and shall be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the such Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the such Schedule was originally provided to a TRA Partythe Members, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryover or carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA PartyMember’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such ScheduleSchedule in its amended form, an “Amended Schedule”). If applicable, the Corporate Taxpayer The Corporation shall provide an any Amended Schedule to each TRA Party the applicable Members when the Corporate Taxpayer Corporation delivers the next Basis Schedule after the occurrence of an event described in clauses (i) through (vi) (or, in the sole discretion of the Corporation, at an earlier date), and the delivery and finalization of any such Amended Schedule shall, for the following Taxable Yearavoidance of doubt, be subject to the procedures described in Section 2.4(a). In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a2.4(a) or, if applicable, Section 7.97.8, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs; provided, that with respect to any Amended Schedule relating to an event described in clauses (ii), (iii) and (B) as a result of the foregoingv), any increase of the Net Tax Benefit attributable to an Amended Schedule such calculation shall not accrue compute the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer in accordance with Section 3.1(b)(vi), and with respect to Taxes all Amended Schedules, the Final Payment Date for purposes of computing the Taxable Year Interest Amount and any Default Rate Interest shall be 5 Business Days following the date on which such Amended Schedule becomes final in which the amendment actually occursaccordance with Section 2.4(a).

Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Company (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Shareholders’ Representative, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule or any prior Amended Schedule) in the U.S. Realized Tax Benefit, Benefit or the U.K. Realized Tax Detriment Benefit for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, or (v) to reflect a material change (relative to the amounts in the original Schedule or any prior Amended Schedule) in the U.S. Realized Tax Benefit or the U.K. Realized Tax Detriment Benefit for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable; provided, the Corporate Taxpayer shall provide however, that such a change under clause (i) attributable to an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event audit of a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule Tax Return by an applicable Taxing Authority shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to on an Amended Schedule unless and until there has been a Determination with respect to such change. The Company shall not accrue provide any Amended Schedule to the Interest Amount Shareholders’ Representative within thirty (or any other interest hereunder30) until after calendar days of the due date occurrence of an event referred to in clauses (without extensionsi) for filing IRS Form 1120 through (or any successor formv) of the Corporate Taxpayer preceding sentence (or, to the extent such event occurs in connection with respect a Company Return filing described in Section 2.02, concurrently with the delivery of the Tax Benefit Schedule pursuant to Taxes for the Taxable Year Section 2.02) and any such Amended Schedule shall be subject to approval procedures similar to those described in which the amendment actually occursSection 2.03(a).

Amended Schedule. The applicable Schedule in respect of an Eligible Member for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Eligible Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment in respect of the Eligible Member for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment in respect of the Eligible Member for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the Corporate Taxpayer The Corporation shall provide an any Amended Schedule to each TRA Party the Eligible Member when the Corporate Taxpayer Corporation delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a2.4(a) or, if applicable, Section 7.97.8, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer Corporation Return with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable A Schedule (other than an Early Termination Schedule) for any Taxable Year may only and shall be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the such Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the such Schedule was originally provided to a the TRA PartyRepresentatives, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryover or carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such ScheduleSchedule in its amended form, an “Amended Schedule”). If applicable, the Corporate Taxpayer The Corporation shall provide an any Amended Schedule to each the TRA Party Representatives when the Corporate Taxpayer Corporation delivers the next Basis Schedule after the occurrence of an event described in clauses (i) through (vi) (or, in the sole discretion of the Corporation, at an earlier date), and the delivery and finalization of any such Amended Schedule shall, for the following Taxable Yearavoidance of doubt, be subject to the procedures described in Section 2.4(a). In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a2.4(a) or, if applicable, Section 7.97.8, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs; provided, that with respect to any Amended Schedule relating to an event described in clauses (ii), (iii) and (B) as a result of the foregoingv), any increase of the Net Tax Benefit attributable to an Amended Schedule such calculation shall not accrue compute the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer in accordance with Section 3.1(b)(vi), and with respect to Taxes all Amended Schedules, the Final Payment Date for purposes of computing the Taxable Year Interest Amount and any Default Rate Interest shall be 5 Business Days following the date on which such Amended Schedule becomes final in which the amendment actually occursaccordance with Section 2.4(a).

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the such Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the such Schedule was provided to a the TRA PartyParty Representative, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each the TRA Party when Representative within 30 calendar days of the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Yearoccurrence of an event referenced in clauses (i) through (vi) above. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, occurs and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) the United States federal income tax return of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.