Common use of Additional Equity Offerings Clause in Contracts

Additional Equity Offerings. (a) It is anticipated that from and after the Closing, Network Sub will complete one or more subsequent offerings of Provider Shares to Licensed Physicians, Nurse Practitioners and Physician Assistants who are Participating Providers and have not previously purchased a Provider Share (each such offering, an “Additional Equity Offering”). In the event that Network Sub wishes to commence an Additional Equity Offering, it shall first provide written notice to Centene and, thereafter, each such Additional Equity Offering shall be completed in accordance with and subject to the requirements set forth in Section 5.1(c) (other than Section 5.1(c)(i)(A)) of this Agreement and such other additional requirements as the Founders may agree to in writing. (b) The NCMS Parties hereby acknowledge and agree that for so long as any Centene Debt remains outstanding, any and all Additional Net Offering Proceeds shall be applied (i) first, towards any Make-Up Payment pursuant to Section 6.6 of the Partnership Agreement; (ii) second, towards the repayment of any accrued and unpaid interest on the Centene Debt; and (iii) third, towards the repayment of the outstanding principal amount of the Centene Debt. In addition to the foregoing, with respect to any Additional Equity Offering closed on or prior to the expiration of the initial term of the NCDHB Contract (the “Initial Contract Term”), the amount of any then outstanding Centene Debt shall be reduced by the amount of Additional Network Credit to which Network Sub is entitled to receive (if any) in connection with the closing of such Additional Equity Offering. (c) If, as of the closing of an Additional Equity Offering, there is no outstanding Centene Debt, or the Additional Net Offering Proceeds received in connection with such Additional Equity Offering exceed the amount of the then outstanding Centene Debt, then Network Sub shall be entitled to retain all such Additional Net Offering Proceeds (or, as applicable, the amount thereof that exceeds the outstanding Centene Debt). Notwithstanding the foregoing, if, following the closing of an Additional Equity Offering prior to the expiration of the Initial Contract Term, Network Sub is, in accordance with the terms of this Section 5.2(c), entitled to retain all or any portion of the Additional Net Offering Proceeds, Network Sub may, upon written notice to the Centene Parties and HoldCo, elect instead to contribute such proceeds to HoldCo (an “Offering Contribution”). In the event that Network Sub elects to make an Offering Contribution, then Centene Sub shall, no later than thirty (30) days thereafter, make an additional capital contribution to HoldCo of an amount equal to the product of four (4) multiplied by the sum of (i) the amount of the Offering Contribution, plus (ii) an amount equal to the Additional Network Credit to which Network Sub is entitled to receive (if any) in connection with the closing of the applicable Additional Equity Offering.

Additional Equity Offerings. (ai) It is anticipated that The aggregate commitments by the M&F Lenders to provide the M&F Loans to the Company (whether such commitments are funded or unfunded) shall be less than $87,000,000 at any time during the period from and after the Closing, Network Sub will complete Amendment No. 2 Effective Date to the date on which Revlon shall have consummated one or more subsequent offerings Equity Offerings after the Amendment No. 2 Effective Date generating at least $75,000,000 in gross proceeds and made Capital Contributions to the Company in an amount equal to the Net Proceeds in respect thereof, other than amounts which are applied by Revlon to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes, New Term Loans or other Indebtedness for borrowed money of Provider Shares the Company scheduled to Licensed Physicians, Nurse Practitioners and Physician Assistants who are Participating Providers and have not previously purchased a Provider Share mature on or prior to the Stated Multi-Currency Termination Date (each provided that no such offering, an “Additional Equity Offering”). In the event that Network Sub wishes to commence an Additional Equity Offering, it shall first provide written notice to Centene and, thereafter, each such Additional Equity Offering shall be completed required hereunder), or (ii) the Company shall fail to apply any Capital Contributions referred to in accordance with and subject clause (i) above promptly after its receipt thereof to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes, New Term Loans or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the requirements set forth Stated Multi-Currency Termination Date, including, without limitation, repayment of outstanding Multi-Currency Loans without any corresponding permanent reduction in Section 5.1(cthe Aggregate Multi-Currency Commitment; then, and in any such event, (x) if such event is an Event of Default specified in clause (other than Section 5.1(c)(i)(Ai), (ii) or (iii) of paragraph (j) of this Section 12.1 with respect to any Loan Party, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder), the Notes and the Drafts shall immediately become due and payable, and (y) if such event is any other additional requirements as the Founders may agree to in writing. (b) The NCMS Parties hereby acknowledge and agree that for so long as any Centene Debt remains outstandingEvent of Default, any and or all Additional Net Offering Proceeds shall of the following actions may be applied taken: (i) first, towards any Make-Up Payment pursuant to Section 6.6 with the consent of the Partnership AgreementRequired Multi-Currency Lenders, the Multi-Currency Administrative Agent may, or upon the request of the Required Multi-Currency Lenders, the Multi-Currency Administrative Agent shall, by notice to the Company, declare the Aggregate Multi-Currency Commitment to be terminated forthwith, whereupon the Aggregate Multi-Currency Commitment shall immediately terminate; and/or (ii) secondwith the consent of the Required Multi-Currency Lenders, towards the repayment Multi-Currency Administrative Agent may, or upon the request of the Required Multi-Currency Lenders, the Multi-Currency Administrative Agent shall, by notice to the Company (on its own behalf and as agent for the Borrowing Subsidiaries), declare all or any part of the Revolving Credit Loans, Swing Line Loans, Local Loans and Acceptances (with accrued interest thereon) and unpaid interest on any other amounts owing under this Agreement to the Centene DebtMulti-Currency Lenders (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder), the Revolving Credit Notes and the Drafts to be due and payable forthwith, whereupon the same shall immediately become due and payable; and and/or (iii) third, towards with the repayment consent of the outstanding principal amount Required Term Loan Lenders, the Term Loan Administrative Agent may, or upon the request of the Centene DebtRequired Term Loan Lenders, the Term Loan Administrative Agent shall, by notice to the Company (on its own behalf and as agent for the Borrowing Subsidiaries), declare all or any part of the Term Loans (with accrued interest thereon) and any other amounts owing under this Agreement to the Term Loan Lenders and the Term Loan Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable. In addition to the foregoing, with respect to any Additional Equity Offering closed on or prior to the expiration of the initial term of the NCDHB Contract (the “Initial Contract Term”)remedies set forth above, the amount of Administrative Agents may direct the Collateral Agent to exercise any then outstanding Centene Debt shall be reduced remedies provided for by the amount of Additional Network Credit to which Network Sub is entitled to receive (if any) in connection with the closing of such Additional Equity Offering. (c) If, as of the closing of an Additional Equity Offering, there is no outstanding Centene Debt, or the Additional Net Offering Proceeds received in connection with such Additional Equity Offering exceed the amount of the then outstanding Centene Debt, then Network Sub shall be entitled to retain all such Additional Net Offering Proceeds (or, as applicable, the amount thereof that exceeds the outstanding Centene Debt). Notwithstanding the foregoing, if, following the closing of an Additional Equity Offering prior to the expiration of the Initial Contract Term, Network Sub is, Security Documents in accordance with the terms of this Section 5.2(c), entitled to retain all thereof or any portion other remedies provided by applicable law. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the Additional Net Offering Proceeds, Network Sub may, upon written notice time of an acceleration pursuant to the Centene Parties and HoldCopreceding paragraph, elect instead to contribute the Company shall at such proceeds to HoldCo (an “Offering Contribution”). In the event that Network Sub elects to make an Offering Contribution, then Centene Sub shall, no later than thirty (30) days thereafter, make an additional capital contribution to HoldCo time deposit as collateral security for such Letters of Credit in a Cash Collateral Account an amount of cash in Dollars equal to the product of four (4) multiplied Deposit Requirement in effect at such time. Amounts held in such Cash Collateral Account shall be applied by the sum of Multi-Currency Administrative Agent (iin such order as it shall elect) to the amount payment of the Offering ContributionPayment Obligations on account of the Letters of Credit which are then or thereafter due and payable and to cause any then-outstanding Undrawn L/C Obligations to be Fully Secured. Following the payment of all such Payment Obligations and the termination of all Letters of Credit, plus (ii) an amount equal to the Additional Network Credit to which Network Sub is entitled to receive (if any) any balance remaining in connection such Cash Collateral Account shall be applied in accordance with the closing Intercreditor Agreement. Except as expressly provided above in this Section 12.1, presentment, demand, protest and all other notices of the applicable Additional Equity Offeringany kind are hereby expressly waived.

Additional Equity Offerings. (ai) It is anticipated that The aggregate commitments by the M&FH Lenders to provide the M&FH Loans to the Company (whether such commitments are funded or unfunded) shall be less than $87,000,000 at any time during the period from and after the Closing, Network Sub will complete Amendment No. 2 Effective Date to the date on which Revlon shall have consummated one or more subsequent offerings of Provider Shares Equity Offerings after the Amendment No. 2 Effective Date generating at least $75,000,000 in gross proceeds and made Capital Contributions to Licensed Physicians, Nurse Practitioners and Physician Assistants who are Participating Providers and have not previously purchased a Provider Share the Company in an amount equal to the Net Proceeds in respect thereof (each provided that no such offering, an “Additional Equity Offering”). In the event that Network Sub wishes to commence an Additional Equity Offering, it shall first provide written notice to Centene and, thereafter, each such Additional Equity Offering shall be completed required hereunder), or (ii) the Company shall fail to apply any Capital Contributions referred to in accordance with and subject clause (i) above promptly after its receipt thereof to repurchase, repay, defease or redeem any Subordinated Notes or other Indebtedness for borrowed money of the Company scheduled to mature prior to the requirements set forth Term Loan Maturity Date, including, without limitation, repayment of outstanding Multi-Currency Loans without any corresponding permanent reduction in Section 5.1(cthe Aggregate Multi-Currency Commitment;" (l) (other than Section 5.1(c)(i)(A)) The Annex C attached to this Amendment is hereby added to the Credit Agreement as a new Schedule IIA thereto. 3. Conditions to Effectiveness of this Agreement Amendment. This Amendment shall become effective as of the date the following conditions precedent have been satisfied (the "Effective Date"): (a) The Administrative Agents shall have received (i) this Amendment, duly executed and such other additional requirements delivered by the Company and the Administrative Agents, (ii) the Consent and Affirmation, in the form attached hereto as Annex A, duly executed and delivered by each of the Founders may agree to Guarantors, and (iii) Lender Consents, in writingthe form attached hereto as Annex B (the "Lender Consent"), duly executed and delivered by Lenders constituting the Required Lenders. (b) The NCMS Administrative Agents shall have received written commitments duly executed by existing Lenders (or their Affiliates or Related Funds) or other Eligible Assignees in an aggregate amount equal to the amount of the proposed Aggregate Additional Term Loan Commitments and, in the case of each such Eligible Assignee that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agents and duly executed by the Company, the Administrative Agents and such Eligible Assignee. (c) The Administrative Agents shall have received certified copies of resolutions of the Board of Directors of the Company and each Guarantor approving the execution, delivery and performance of this Amendment and the other documents to be executed in connection herewith. (d) The Administrative Agents shall have received a favorable opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Company xxx each Guarantor, axxxxxxxd tx xxx Xxministrative Agents, the Collateral Agent, the Lenders and the Issuing Lenders and in form and substance reasonably satisfactory to the Administrative Agents. (e) The Administrative Agents shall have received from the applicable title insurance company bring-down endorsements to each of the title insurance policies issued pursuant to the terms of the Credit Agreement insuring the continued first priority Lien of the Collateral Agent for the benefit of the Multi-Currency Secured Parties hereby acknowledge (as defined in the Pledge and agree that Security Agreement) and the continued second priority Lien of the Collateral Agent for so long the benefit of the Term Loan Secured Parties (as any Centene Debt remains outstandingdefined in the Pledge and Security Agreement) on each of the Mortgaged Properties pursuant to the Mortgages, any subject only to Customary Permitted Liens, and all Additional Net Offering Proceeds otherwise in form and substance reasonably satisfactory to the Administrative Agents. (f) The Administrative Agents shall be applied have received a solvency certificate from the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to the Administrative Agents. (g) The Term Loan Administrative Agent shall have received a duly executed Notice of Borrowing from the Company. (h) The Administrative Agents shall have received (i) first, towards any Make-Up Payment pursuant to Section 6.6 of the Partnership Agreement; (ii) second, towards the repayment of any all accrued and unpaid interest on the Centene Debt; Term Loans (immediately prior to giving effect to this Amendment), together with any amounts payable pursuant to Section 7.11 of the Credit Agreement and (iiiii) thirdall fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Effective Date, towards to the repayment extent such fees and expenses have been invoiced at least one Business Day prior to the Effective Date. (i) The Term Loan Administrative Agent shall have received from the Company, for the ratable benefit of the outstanding principal amount of the Centene Debt. In addition to the foregoing, with respect to any Additional Equity Offering closed Term Loan Lenders that have delivered a Lender Consent on or prior to the expiration 12:00 noon (New York time) on July 21, 2006, an amendment fee equal to 0.125% of each such Term Loan Lender's Term Loan Percentage of the initial term aggregate principal amount of Term Loans outstanding on the Effective Date (immediately prior to giving effect to this Amendment) and (ii) the Multi-Currency Administrative Agent shall have received from the Company, for the ratable benefit of the NCDHB Contract Multi-Currency Lenders that have delivered a Lender Consent on or prior to 12:00 noon (New York time) on July 21, 2006, an amendment fee equal to 0.125% of each such Multi-Currency Lender's Multi-Currency Percentage of the “Initial Contract Term”Aggregate Multi-Currency Commitment on the Effective Date; provided, that, in the case of clauses (i) and (ii), the amount of any then outstanding Centene Debt shall be reduced Additional Term Loans are made by the amount of Additional Network Credit to which Network Sub is entitled to receive (if any) in connection with Term Loan Lenders on the closing of such Additional Equity OfferingEffective Date. (cj) IfPrior to and after giving effect to this Amendment, each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the closing date hereof, as if made on and as of such date, except to the extent such representations and warranties expressly relate to an Additional Equity Offeringearlier date, there is no outstanding Centene Debt, or the Additional Net Offering Proceeds received in connection with which case such Additional Equity Offering exceed the amount of the then outstanding Centene Debt, then Network Sub representations and warranties shall be entitled to retain true and correct in all material respects as of such Additional Net Offering Proceeds earlier date. (or, as applicable, k) No Default or Event of Default shall have occurred and be continuing on the amount thereof that exceeds the outstanding Centene Debt). Notwithstanding the foregoing, if, following the closing of an Additional Equity Offering date hereof prior to the expiration of the Initial Contract Term, Network Sub is, in accordance with the terms of or after giving effect to this Section 5.2(c), entitled to retain all or any portion of the Additional Net Offering Proceeds, Network Sub may, upon written notice to the Centene Parties and HoldCo, elect instead to contribute such proceeds to HoldCo (an “Offering Contribution”). In the event that Network Sub elects to make an Offering Contribution, then Centene Sub shall, no later than thirty (30) days thereafter, make an additional capital contribution to HoldCo of an amount equal to the product of four (4) multiplied by the sum of (i) the amount of the Offering Contribution, plus (ii) an amount equal to the Additional Network Credit to which Network Sub is entitled to receive (if any) in connection with the closing of the applicable Additional Equity OfferingAmendment.

Additional Equity Offerings. (a) It is anticipated To the extent that from and after the Closing, Network Sub will complete one or more subsequent offerings of Provider Shares to Licensed Physicians, Nurse Practitioners and Physician Assistants who are Participating Providers and have not previously purchased a Provider Share (each such offering, an “Additional Equity Offering”). In the event that Network Sub wishes to commence an Additional Equity Offering, it shall first provide written notice to Centene and, thereafter, each such Additional Equity Offering shall be completed in accordance with and subject to the requirements set forth in Section 5.1(c) (other than Section 5.1(c)(i)(A)) of this Agreement and such other additional requirements as the Founders may agree to in writing. (b) The NCMS Parties hereby acknowledge and agree that for so long as any Centene Debt remains outstanding, any and all Additional Net Offering Proceeds shall be applied (i) first, towards any Make-Up Payment pursuant to Section 6.6 of the Partnership Agreement; (ii) second, towards the repayment of any accrued and unpaid interest on the Centene Debt; and (iii) third, towards the repayment of the outstanding principal amount of the Centene Debt. In addition to the foregoing, with respect to any Additional Equity Offering closed on or prior to the expiration of the initial term of the NCDHB Contract (the “Initial Contract Term”), the amount of any then outstanding Centene Debt shall be reduced by the amount of Additional Network Credit to which Network Sub is entitled to receive (if any) in connection with the closing of such Additional Equity Offering. (c) If, as of the closing of an Additional Equity Offering, there is no outstanding Centene Debt, or the Additional Net Offering Proceeds received in connection with such Additional Equity Offering exceed the amount of the then outstanding Centene Debt, then Network Sub shall be entitled to retain all such Additional Net Offering Proceeds (or, as applicable, the amount thereof that exceeds the outstanding Centene Debt). Notwithstanding the foregoing, if, following the closing of an Additional Equity Offering prior to the expiration of the Initial Contract Term, Network Sub is, in accordance with the terms of this Section 5.2(c), entitled to retain all or any portion of the Additional Net Offering Proceeds, Network Sub may, upon written notice to the Centene Parties and HoldCo, elect instead to contribute such proceeds to HoldCo (an “Offering Contribution”). In the event that Network Sub elects to make an Offering Contribution, then Centene Sub shall, no later than thirty (30) days thereafter, make an additional capital contribution to HoldCo of an amount equal to the product of four (4) multiplied by the sum of (i) the aggregate principal amount of the Offering ContributionAdditional Tendered Notes, plus (ii) the M&F Equity Contribution, if any, (iii) the aggregate proceeds of the Public Rights Offering, (iv) the aggregate proceeds of the Rights Offering (including the Aggregate Back-Stop Amount) and (v) the aggregate proceeds of any other equity offering(s) consummated after the Exchange Offer and used by Products Corporation to reduce outstanding indebtedness, other than revolving indebtedness unless there is a corresponding commitment reduction, is less than $300 million (such shortfall, if any, the "Aggregate Additional Offering Amount"), Revlon will agree to consummate, on or prior to March 31, 2006, one or more offerings (which may be rights offerings and/or issuances of Revlon Class A common stock in a public offering or private placement or other exempt transactions either for cash or in exchange for outstanding indebtedness of Products Corporation) in order to reduce the outstanding indebtedness of Products Corporation, other than revolving indebtedness unless there is a corresponding commitment reduction, by the Aggregate Additional Offering Amount (the "Additional Offerings"). The offering price and terms of any Additional Offerings shall be determined by the Board of Directors of Revlon at the time of the Additional Offerings. In the event that by March 31, 2006 the proceeds (or aggregate principal amount of notes tendered in any exchange) of the Additional Offerings are less than the Aggregate Additional Offering Amount, M&F will agree to purchase shares (the "Aggregate Additional Back-Stop Amount") of Revlon Class A common stock for an amount of cash such that Products Corporation reduces indebtedness, other than revolving indebtedness unless there is a corresponding commitment reduction, in an aggregate principal amount equal to the Aggregate Additional Offering Amount. M&F may satisfy its obligations by making an investment in Revlon Class A common stock in an amount equal to the Aggregate Additional Network Credit Back-Stop Amount pursuant to any transaction approved by Revlon's Board of Directors, which Network Sub may include a rights offering. Use of Proceeds The net cash proceeds received by Revlon in the Additional Offerings (including the Aggregate Additional Back-Stop Amount) will be contributed to Products Corporation. Revlon will cause Products Corporation to use any such amounts to reduce outstanding indebtedness, other than revolving indebtedness unless there is entitled to receive (if any) in connection with a corresponding commitment reduction. Amendments, Waivers The terms will not be amended or waived without the closing written consent of the applicable Additional Equity Offeringeach of Fidelity, M&F and Revlon.

Additional Equity Offerings. (ai) It is anticipated that The aggregate commitments by the M&F Lenders to provide the M&F Loans to the Company (whether such commitments are funded or unfunded) shall be less than $87,000,000 at any time during the period from and after the Closing, Network Sub will complete date hereof to the date on which Revlon shall have consummated one or more subsequent offerings Equity Offerings after the date hereof generating at least $75,000,000 in gross proceeds and made Capital Contributions to the Company in an amount equal to the Net Proceeds in respect thereof, other than amounts which are applied by Revlon to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes, Multi-Currency Loans (with a corresponding reduction of Provider Shares the revolving commitments under the Existing Credit Agreement) or other Indebtedness for borrowed money of the Company scheduled to Licensed Physicians, Nurse Practitioners and Physician Assistants who are Participating Providers and have not previously purchased a Provider Share mature on or prior to the Term Loan Maturity Date (each provided that no such offering, an “Additional Equity Offering”). In the event that Network Sub wishes to commence an Additional Equity Offering, it shall first provide written notice to Centene and, thereafter, each such Additional Equity Offering shall be completed required hereunder), or (ii) the Company shall fail to apply any Capital Contributions referred to in accordance with and subject clause (i) above promptly after its receipt thereof to repurchase, repay, defease or redeem any Subordinated Notes, Existing Senior Notes or other Indebtedness for borrowed money of the Company scheduled to mature on or prior to the requirements set forth Term Loan Maturity Date, including, without limitation, repayment of Term Loans and repayment of any outstanding revolving loans under the Existing Credit Agreement without any corresponding permanent reduction in Section 5.1(cthe aggregate commitment thereunder; then, and in any such event, (x) if such event is an Event of Default specified in clause (other than Section 5.1(c)(i)(Ai), (ii) or (iii) of paragraph (j) of this Section 12.1 with respect to any Loan Party, automatically the Term Loan Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Notes, and (y) if such event is any other additional requirements as Event of Default, with the Founders may agree to in writing. (b) The NCMS Parties hereby acknowledge and agree that for so long as any Centene Debt remains outstanding, any and all Additional Net Offering Proceeds shall be applied (i) first, towards any Make-Up Payment pursuant to Section 6.6 consent of the Partnership Agreement; (ii) secondRequired Lenders, towards the repayment of any accrued and unpaid interest on Administrative Agent may, or upon the Centene Debt; and (iii) third, towards the repayment request of the outstanding principal amount Required Lenders, the Administrative Agent shall, by notice to the Company, declare all or any part of the Centene DebtTerm Loans (with accrued interest thereon) and any other amounts owing under this Agreement to the Lenders and the Term Loan Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable. In addition to the foregoing, with respect to any Additional Equity Offering closed on or prior to the expiration of the initial term of the NCDHB Contract (the “Initial Contract Term”)remedies set forth above, the amount of Administrative Agent may direct the Collateral Agent to exercise any then outstanding Centene Debt shall be reduced remedies provided for by the amount of Additional Network Credit to which Network Sub is entitled to receive (if any) in connection with the closing of such Additional Equity Offering. (c) If, as of the closing of an Additional Equity Offering, there is no outstanding Centene Debt, or the Additional Net Offering Proceeds received in connection with such Additional Equity Offering exceed the amount of the then outstanding Centene Debt, then Network Sub shall be entitled to retain all such Additional Net Offering Proceeds (or, as applicable, the amount thereof that exceeds the outstanding Centene Debt). Notwithstanding the foregoing, if, following the closing of an Additional Equity Offering prior to the expiration of the Initial Contract Term, Network Sub is, Security Documents in accordance with the terms of thereof or any other remedies provided by applicable law. Except as expressly provided above in this Section 5.2(c)12.1, entitled to retain presentment, demand, protest and all or other notices of any portion of the Additional Net Offering Proceeds, Network Sub may, upon written notice to the Centene Parties and HoldCo, elect instead to contribute such proceeds to HoldCo (an “Offering Contribution”). In the event that Network Sub elects to make an Offering Contribution, then Centene Sub shall, no later than thirty (30) days thereafter, make an additional capital contribution to HoldCo of an amount equal to the product of four (4) multiplied by the sum of (i) the amount of the Offering Contribution, plus (ii) an amount equal to the Additional Network Credit to which Network Sub is entitled to receive (if any) in connection with the closing of the applicable Additional Equity Offeringkind are hereby expressly waived.