Common use of CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS Clause in Contracts

CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS. Amendment. This Amendment shall become effective as of the first date (the --------- "Amendment Effective Date") on which, and only if, each of the following conditions precedent shall have been satisfied: (a) The Administrative Agent shall have received (i) counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and (ii) the Consent attached hereto shall have been executed and delivered by each of the Loan Parties (other than the Borrower). (b) The Lender Parties shall have received a copy, certified by a Responsible Officer of the Borrower, of (i) the letter of intent or similar agreement entered into by the Borrower and the State of California regarding the California Transition Plan, together with the most recent indicative summary of terms and conditions of the California Transition Plan, and (ii) the consolidated replacement promissory note to be entered into with AHP Holdings, Inc. and/or and Aetna U.S. Healthcare Inc., in form and substance satisfactory to the Required Lenders, which upon the execution and delivery thereof will replace in full the items of Surviving Indebtedness set forth as items 2 and 3 on Schedule 4.01(y) to the Credit Agreement. (c) The representations and warranties set forth in each of the Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, (ii) that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the Consolidated financial statements of the Borrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c), respectively, on or prior to the Amendment Effective Date and (iii) that the forecasted Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment Effective Date). (d) No event shall have occurred and be continuing, or shall result from the effectiveness of this Amendment, that constitutes a Default. (e) The Borrower shall have paid to the Administrative Agent, for the account of each of the Lenders that has executed and delivered a counterpart of this Amendment to the Administrative Agent on or prior to the Amendment Effective Date (or advised the Administrative Agent in a manner satisfactory to it that such Lender has executed this Amendment on or prior to the Amendment Effective Date), an amendment fee of 0.25% on the aggregate Commitments of such Lender. (f) All of the accrued fees and expenses of the Administrative Agent, the Arranger and the Lender Parties (including the accrued fees and expenses of counsel for the Administrative Agent) shall have been paid in full. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS. AmendmentFIFTH AMENDMENT. This Lender Parties' obligations under this Fifth Amendment are conditioned upon, and this Fifth Amendment shall become not be effective as until, satisfaction in full of the first date (the --------- "Amendment Effective Date") on which, and only if, each of the following conditions precedent shall have been satisfiedfollowing: (a) The Administrative Agent shall have received (i) counterparts of this Amendment Fifth Amendment, duly executed by the Borrower each appropriate Person and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and (ii) the Consent attached hereto shall have been executed and delivered by each of the Loan Parties (other than the Borrower). (b) The Lender Parties shall have received a copy, certified by a Responsible Officer of the Borrower, of (i) the letter of intent or similar agreement entered into by the Borrower and the State of California regarding the California Transition Plan, together with the most recent indicative summary of terms and conditions of the California Transition Plan, and (ii) the consolidated replacement promissory note to be entered into with AHP Holdings, Inc. and/or and Aetna U.S. Healthcare Inc., in form and substance satisfactory to the Required Lenders, which upon the execution Agent and delivery thereof will replace in full the items its counsel; (b) Borrower shall have paid to Agent all amounts then due and payable pursuant to Section 9.1 of Surviving Indebtedness set forth as items 2 and 3 on Schedule 4.01(y) to the Credit Agreement.Agreement which shall have been presented for payment; (c) The All of the representations and warranties set forth of Borrower contained herein, in the Credit Agreement and in each of the other Loan Documents Document shall be true and correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to effective date of this Fifth Amendment, as though made on and as of such that date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, (ii) that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the Consolidated financial statements of the Borrower extent that such representations and its Subsidiaries comprising part of the Required Financial Information most recently delivered warranties expressly relate to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(can earlier date or reflect changes brought about by this Fifth Amendment), respectively, on or prior to the Amendment Effective Date and (iii) that the forecasted Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment Effective Date).; (d) No event Borrower shall have delivered to Agent certified copies of resolutions of its Board of Directors authorizing Borrower to execute and deliver this Fifth Amendment and the Warrants, in form and substance satisfactory to Agent in its sole and absolute discretion; (e) Other than the February 1999 Default, no Default or Event of Default shall have occurred and be continuing, continuing or shall would result from the effectiveness of this Amendment, that constitutes a Default. (e) The Borrower shall have paid to the Administrative Agent, for the account of each consummation of the Lenders that has executed and delivered a counterpart of transactions contemplated in this Amendment to the Administrative Agent on or prior to the Amendment Effective Date (or advised the Administrative Agent in a manner satisfactory to it that such Lender has executed this Amendment on or prior to the Amendment Effective Date), an amendment fee of 0.25% on the aggregate Commitments of such Lender.Fifth Amendment; and (f) All of other documents, certificates, consents and opinions required by Agent in connection with the accrued fees and expenses of the Administrative Agent, the Arranger and the Lender Parties (including the accrued fees and expenses of counsel for the Administrative Agent) transactions contemplated by this Fifth Amendment shall have been paid executed and delivered in full. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject form and substance satisfactory to the provisions of Section 8.01 of the Credit AgreementAgent in its sole and absolute discretion.

CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS. AmendmentAmendment No. This 1 (a) Section 1 of this Amendment No. 1 shall become effective effective, and the obligation of any Lender to make Term-1 Loans shall become effective, as of the first date (the --------- "Amendment Effective Date") on whichwhen, and only ifwhen, each of the following conditions precedent shall have been satisfied:(or are or will be substantially concurrently therewith) satisfied or waived by the Administrative Agent (the “Amendment No. 1 Effective Date”): (ai) The Administrative Agent shall have received (i) counterparts of this Amendment No. 1, duly executed by the Borrower Company, the Administrative Agent and the Required Lenders orRequisite Lenders, as to any of and the Administrative Agent shall have received (a) an Amendment No. 1 Lender PartiesAddendum from each Term-1 Lender, advice and (b) the Consent and Reaffirmation executed by the Subsidiary Guarantors; (ii) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment No. 1, shall be reasonably satisfactory in all respects to the Administrative Agent that such Lender Party has executed this Amendment and (ii) the Consent attached hereto shall have been executed and delivered by each of the Loan Parties (other than the Borrower).Agent; (biii) The Lender Parties shall have received a copy, certified by a Responsible Officer of the Borrower, of (i) the letter of intent or similar agreement entered into by the Borrower and the State of California regarding the California Transition Plan, together with the most recent indicative summary of terms and conditions of the California Transition Plan, and (ii) the consolidated replacement promissory note to be entered into with AHP Holdings, Inc. and/or and Aetna U.S. Healthcare Inc., in form and substance satisfactory to the Required Lenders, which upon the execution and delivery thereof will replace in full the items of Surviving Indebtedness set forth as items 2 and 3 on Schedule 4.01(y) to the Credit Agreement. (c) The representations and warranties set forth in each of the Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date, before and after After giving effect to this AmendmentAmendment No. 1, as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, (ii) that the Consolidated financial statements of the Borrower and its Subsidiaries referred to all conditions precedent in Sections 4.01(f) 4.1A, F, G, H and 4.01(g) J and 4.2A of the Credit Agreement shall be deemed satisfied, with the understanding that for this section 2.(a)(iii) of this Amendment No.1, each reference to refer to the Consolidated financial statements of the Borrower Closing Date in Sections 4.1A, F, G, H and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent J and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c), respectively, on or prior to the Amendment Effective Date and (iii) that the forecasted Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 4.01(h) 4.2A of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment No. 1 Effective Date).; (div) No Since December 31, 2006, no event or events, adverse condition or change in or affecting the Company that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing, or shall result from the effectiveness of this Amendment, that constitutes a Default.occurred; (ev) The Borrower Company shall have paid to the Administrative Agent, for the account of each of the Lenders that has executed all reasonable and delivered a counterpart of this Amendment to the Administrative Agent on or prior to the Amendment Effective Date (or advised the Administrative Agent in a manner satisfactory to it that such Lender has executed this Amendment on or prior to the Amendment Effective Date), an amendment fee of 0.25% on the aggregate Commitments of such Lender. (f) All of the accrued fees documented out-of-pocket costs and expenses of the Administrative AgentAgent in connection with the preparation, reproduction, execution and delivery of this Amendment No. 1 (including, without limitation, the Arranger and the Lender Parties (including the accrued reasonable fees and out-of-pocket expenses of counsel for the Administrative AgentAgent with respect thereto); (vi) The Company shall have been paid the Lenders’ participation fees as specified in full. the Engagement Letter. (vii) The effectiveness of this Amendment is further conditioned upon the accuracy of all Administrative Agent shall have received, at least five Business Days in advance of the factual matters described hereinAmendment No. This Amendment is subject 1 Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act; (viii) The Administrative Agent shall have received legal opinions, in form and substance reasonably satisfactory to the provisions of Section 8.01 Administrative Agent, from (A) Xxxxxx X. Xxxxxxxx, general counsel of the Credit Agreement.Company, (B) Skadden, Arps, Slate, Xxxxxxx and Xxxx LLP, special New York counsel for Loan Parties, (C) Drinker Xxxxxx & Xxxxx LLP, special New Jersey and Pennsylvania counsel for Loan Parties, (D) Xxxxx & Xxxxxxxxx LLP, special Florida counsel for Loan Parties and (E) Xxxxxx & Xxxxxxxxx LLP, special Indiana counsel for Loan Parties, each in form and substance reasonably satisfactory to the Agents and their counsel, dated as of the Amendment No. 1 Effective Date and setting forth substantially the matters in the opinions designated in Exhibits I-A, I-B, I-C, I-D, and I-E annexed hereto and as to such other matters as Agents acting on behalf of Lenders may reasonably request; and

CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS. AmendmentFIRST AMENDMENT. This Each Bank's obligations under this First Amendment are conditioned upon, and this First Amendment shall become not be effective as until, satisfaction in full of the first date (the --------- "Amendment Effective Date") on which, and only if, each of the following conditions precedent shall have been satisfiedfollowing: (a) The Administrative Agent shall have received (i) counterparts this First Amendment, duly executed on behalf of this Amendment executed Borrower and Majority Banks by the Borrower appropriate Person and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and (ii) the Consent attached hereto shall have been executed and delivered by each of the Loan Parties (other than the Borrower). (b) The Lender Parties shall have received a copy, certified by a Responsible Officer of the Borrower, of (i) the letter of intent or similar agreement entered into by the Borrower and the State of California regarding the California Transition Plan, together with the most recent indicative summary of terms and conditions of the California Transition Plan, and (ii) the consolidated replacement promissory note to be entered into with AHP Holdings, Inc. and/or and Aetna U.S. Healthcare Inc., in form and substance satisfactory to the Required LendersAgent and its counsel; (b) Borrower shall have paid to Agent all amounts then due and payable including, which upon the execution without limitation, all fees and delivery thereof will replace expenses incurred by Agent in full the items connection with this First Amendment, and all other amounts then payable pursuant to Section 16 of Surviving Indebtedness set forth as items 2 and 3 on Schedule 4.01(y) to the Credit Agreement.Agreement which shall have been presented for payment; (c) The All of the representations and warranties set forth of Borrower contained herein, in the Credit Agreement and in each of the other Loan Documents Document shall be true and correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to effective date of this First Amendment, as though made on and as of such that date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, (ii) that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the Consolidated financial statements of the Borrower extent that such representations and its Subsidiaries comprising part of the Required Financial Information most recently delivered warranties expressly relate to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(can earlier date or reflect changes brought about by this First Amendment), respectively, on or prior to the Amendment Effective Date and (iii) that the forecasted Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment Effective Date).; (d) Borrower shall have delivered to Agent certified copies of resolutions of its Board of Directors authorizing Borrower to execute and deliver this First Amendment and an incumbency certificate, each in form and substance satisfactory to Agent in its sole and absolute discretion; (e) No event Event of Default or Unmatured Event of Default shall have occurred and be continuing, continuing or shall would result from the effectiveness of this Amendment, that constitutes a Default. (e) The Borrower shall have paid to the Administrative Agent, for the account of each consummation of the Lenders that has executed and delivered a counterpart of transactions contemplated in this Amendment to the Administrative Agent on or prior to the Amendment Effective Date (or advised the Administrative Agent in a manner satisfactory to it that such Lender has executed this Amendment on or prior to the Amendment Effective Date), an amendment fee of 0.25% on the aggregate Commitments of such Lender.First Amendment; (f) All of other documents, certificates, consents and opinions reasonably required by Bank Agent in connection with the accrued fees and expenses of the Administrative Agent, the Arranger and the Lender Parties (including the accrued fees and expenses of counsel for the Administrative Agent) transactions contemplated by this First Amendment shall have been paid executed and delivered in full. The effectiveness of this Amendment is further conditioned upon the accuracy of all form and substance satisfactory to Bank Agent; and (g) Each of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 Banks shall have received a copy of the Credit Agreementmost current draft of the Indenture proposed to be executed in connection with the Replacement Subordinated Debt. .

CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS. Amendment. This Amendment shall become effective as of the first date hereof if on or --------- before August 5, 1999 each of the following conditions shall have been satisfied (such date when the --------- conditions are satisfied being the "Amendment Effective Date") on which, and only if, each of the following conditions precedent shall have been satisfied:): (a) The Administrative Agent shall have received (i) on or before 3:00 p.m. (Charlotte time) on August 5, 1999, counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and Amendment, (ii) the Consent attached hereto shall have been executed and delivered by each of the Loan Parties (other than the Borrower)) and (iii) for the benefit of each Lender Party that has executed this Amendment on or before 3:00 p.m. (Charlotte time) on August 5, 1999, a fee from the Borrower in an amount equal to 0.125% of the aggregate Commitment of such Lender Party, in each case as of the Business Day immediately preceding the Amendment Effective Date, which amount will be distributed to the respective Lender Party no later than the Business Day immediately succeeding the Amendment Effective Date. (b) The Lender Parties shall have received a copy, certified by a Responsible Officer of the Borrower, of (i) the letter of intent or similar agreement entered into by the Borrower and the State of California regarding the California Transition Plan, together with the most recent indicative summary of terms and conditions of the California Transition Plan, and (ii) the consolidated replacement promissory note to be entered into with AHP Holdings, Inc. and/or and Aetna U.S. Healthcare Inc., in form and substance satisfactory to the Required Lenders, which upon the execution and delivery thereof will replace in full the items of Surviving Indebtedness set forth as items 2 and 3 on Schedule 4.01(y) to the Credit Agreement. (c) The representations and warranties set forth in each of the Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, (ii) that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the Consolidated financial statements of the Borrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c), respectively, on or prior to the Amendment Effective Date and (iii) that the forecasted Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment Effective Date). (dc) No event shall have occurred and be continuing, or shall result from the effectiveness of continuing (after giving effect to this Amendment, ) that constitutes a Default. (e) The Borrower shall have paid to the Administrative Agent, for the account of each of the Lenders that has executed and delivered a counterpart of this Amendment to the Administrative Agent on or prior to the Amendment Effective Date (or advised the Administrative Agent in a manner satisfactory to it that such Lender has executed this Amendment on or prior to the Amendment Effective Date), an amendment fee of 0.25% on the aggregate Commitments of such Lender. (fd) All of the accrued reasonable fees and expenses of the Administrative Agent, Agent and the Arranger and the Lender Parties (including the accrued reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.