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DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 (the "Report Date"), EDH will calculate and provide Sponsor with a tabulation of: (i) Sponsor's savings during the Term based on: (A) with respect to each Episode of Care during the Term, the difference between the actual Case Rate paid by Sponsor to EDH and the Comparable Case Rate for such Episode of Care; (B) Sponsor's savings attributable to avoided surgical complications of Participants (determined by EDH using the incremental frequency of complications occurring outside of the Network and the increase in procedure cost associated with such complications); and (C) Sponsor's savings attributable to avoided medical procedures (determined by EDH using the cost of procedures which were not performed by a Provider, but were otherwise recommended by a physician outside of the Network) (collectively, the "EDH Savings"); and (ii) the total amount of Network Use Fees paid by Sponsor during the Term pursuant to Section 4.3(b) (the "Total Network Use Fee"). (b) Guarantee Payment. If the calculation of EDH Savings described in Section 4.4(a) shows the EDH Savings to be less than two times (2x) the Total Network Use Fee, then EDH shall make payment to Sponsor in an amount equal to the difference between (i) two times (2x) the Total Network Use Fee and (ii) the EDH Savings. Such payment shall be made within thirty (30) days of the Report Date. if the calculation of EDH Savings described in Section 4.4(a) shows the EDH Savings to be in excess of two times (2x) the Total Network Use Fee, Sponsor shall not be entitled to any such payment from EDH. (c) Guarantee Reporting. On an annual basis, EDH shall provide Sponsor with a pro forma calculation of the EDH Savings and Total Network Use Fee for the purpose of tracking and evaluating the progress and performance of EDH under this Agreement. (d) Limitations. If Sponsor: (i) breaches Section 3.4 or Section 3.6 of this Agreement; or (ii) reduces the Plan Incentives without the written consent of EDN, such action shall immediately constitute a full and final waiver by Sponsor of any past, present, or future obligation of EDH arising from this Section 4.4� and EDH shall be fully and finally discharged and released from any such obligations. For the avoidance of doubt, EDH's obligations with respect to this Section 4.4 shall apply to the Term of this Agreement. 4.5 Invoicin and Pa ment. During the term of this Agreement, EDH will prepare and submit to Sponsor invoices fully disclosing and itemizing the amounts to be paid by Sponsor pursuant to the terms of this Agreement (each, an "Invoice"). Invoices including amounts related to Claims will be submitted by EDH to Sponsor on a weekly basis, and Invoices including amounts related to EDH Fees will be submitted by EDH to Sponsor on a monthly basis. Invoices including amounts related to Claims shall be paid by Sponsor not more than ten (10) days after Sponsor's receipt of such Invoices, and Invoices including amounts related to EDH Fees shall be paid by Sponsor not more than thirty (30) days after Sponsor's receipt of such Invoices. Sponsor will pay directly to EDH the amounts included in such Invoice via wire transfer or electronic funds transfer. After receiving payment from Sponsor, EDH will pay the appropriate Providers and vendors of Travel Services consistent with the Plan requirements mutually agreed by the Parties in writing. 4.6 Cancellation Prior to Medical Procedure. If a Participant, for any reason, is not admitted by a Provider, or if a Participant cancels a scheduled procedure at any time prior to performance of the Episode of Care, Sponsor shall be responsible for the cost of Provider's review of Participant's medical records, the cost of any pre -admission testing or treatment provided by a Provider, any expenses related to Travel Services, consistent with the Plan requirements mutually agreed by the Parties In writing and any other fees, costs, or expenses actually incurred (reduced by the amount of any amount of Participant responsibility received from the Participant). EDN will initiate the refund of any applicable amount of Participant responsibility received from the Participant within fifteen (15) business days of cancellation of the Episode of Care. Any charges to Sponsor pursuant to this Section 4.6 will be listed in an Invoice. 4.7 Ur-eent or Emergency Medical Services. If at any time during an Episode of Care, a Provider determines that any Medically Necessary Service must be performed on an urgent or emergency basis to -10-