Common use of Material Amendments Clause in Contracts

Material Amendments. Without the prior written consent of Administrative Agent consistent with this Section 9.04, no Borrower shall alter, amend, modify, restate, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of any Borrower, any Managing Entity, Administrative Agent or Secured Parties, in each case relating to Capital Calls, Capital Commitments, Capital Contributions or Unfunded Commitments, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “material amendment”). With respect to any proposed amendment, modification or change to any Constituent Document (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower shall use reasonable efforts to notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower of its determination within five Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determination, the approval of the Required Lenders and Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of Lenders is required consistent with the terms of Section 12.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by the applicable Borrower, and Lenders shall be required to respond to such requests within five Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or any of the Lenders, the applicable Borrower may amend its Constituent Documents: (i) to admit new Investors and subject to Section 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments to such Borrower to the extent otherwise permitted by this Credit Agreement; (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment period.

Material Amendments. Without the prior written consent of Administrative Agent consistent with this Section 9.04, no Borrower shall alter, amend, modify, restate, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of any Borrower, any Managing Entity, Administrative Agent or Secured Parties, in each case relating to Capital Calls, Capital Commitments, Capital Contributions or Unfunded Commitments, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “material amendment”). With respect to any proposed amendment, modification or change to any Constituent Document (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower shall use reasonable efforts to notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower of its determination within five Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determination, the approval of the 101 Required Lenders and Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of Lenders is required consistent with the terms of Section 12.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by the applicable Borrower, and Lenders shall be required to respond to such requests within five Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or any of the Lenders, the applicable Borrower may amend its Constituent Documents: (i) to admit new Investors and subject to Section 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments to such Borrower to the extent otherwise permitted by this Credit Agreement; (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment period.

Material Amendments. Without the prior written consent of Administrative Agent consistent with this Section 9.04, no Borrower shall alter, amend, modify, restate, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of any Borrower, any Managing Entity, Administrative Agent or Secured Parties, in each case relating to Capital Calls, Capital Commitments, Capital Contributions or Unfunded Commitments, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “material amendment”). With respect to any proposed amendment, modification or change to any Constituent Document (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower shall use reasonable efforts to notify Administrative Agent of such proposal. Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower of its determination within five Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determination, the approval of the Required Lenders and Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of Lenders is required consistent with the terms of Section 12.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by the applicable Borrower, and Lenders shall be required to respond to such requests within five Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or any of the Lenders, the applicable Borrower may amend its Constituent Documents: (i) to admit new Investors and subject to Section 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments to such Borrower to the extent otherwise permitted by this Credit Agreement; (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment period.. 4839-3568-8659 v.44820-4713-6753 v.6

Material Amendments. Without the prior written consent of Administrative Agent consistent with this Section 9.04, no Borrower Fund shall alter, amend, modify, restate, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of any BorrowerFund, any Managing Entity, Administrative Agent or Secured Parties, in each case relating to Capital CallsCall Notices, Capital Commitments, Capital Contributions or Unfunded Commitments, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties (each a “material amendment”). With respect to any proposed amendment, modification or change to any Constituent Document (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower Fund shall use reasonable efforts to notify Administrative Agent of such proposalproposal prior to the entry into such amendment, modification or change. Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower Fund of its determination within five (5) Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determinationamendment, the approval of the Required Lenders and Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of all Lenders is required consistent with the terms of Section 12.01), and Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by the applicable BorrowerFund, and Lenders shall be required to respond to such requests within five (5) Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower Fund may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or any of the Lenders, the applicable Borrower Fund may amend its Constituent Documents: (i) to admit new Investors and subject to Section 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments to such Borrower Fund to the extent otherwise permitted by this Credit Agreement; and (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment periodAgreement.

Material Amendments. Without the prior written consent of the Administrative Agent consistent with this Section 9.04, no Borrower Fund shall alter, amend, modify, restate, terminate, or change any provision of its Constituent Documents affecting the Investors’ debts, duties, obligations, and liabilities, and the rights, titles, security interests, liens, powers and privileges of any BorrowerFund, any Managing Entity, the Administrative Agent or the other Secured Parties, in each case relating to Capital CallsCall Notices, Capital Commitments, Capital Contributions or Unfunded Commitments, in each case in any way that materially and adversely affects the rights of the Administrative Agent or the other Secured Parties (each a “material amendment”). With respect to any proposed amendment, modification or change to any Constituent Document (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretion), the applicable Borrower Fund shall use reasonable efforts to notify the Administrative Agent of such proposalproposal prior to the entry into such amendment, modification or change. The Administrative Agent shall determine, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and shall notify the applicable Borrower Fund of its determination within five (5) Business Days of the date on which it is deemed to have received such notification pursuant to Section 12.07. If the Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determinationamendment, the approval of the Required Lenders and the Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of all Lenders is required consistent with the terms of Section 12.01), and the Administrative Agent shall promptly notify the Lenders of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by the applicable BorrowerFund, and the Lenders shall be required to respond to such requests within five (5) Business Days of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If the Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower Fund may make such amendment without the consent of the Lenders. Notwithstanding the foregoing, without the consent of the Administrative Agent or any of the Lenders, the applicable Borrower Fund may amend its Constituent Documents: (i) to admit new Investors and subject to Section Sections 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments Capital Commitments to such Borrower Fund to the extent otherwise permitted by this Credit Agreement; and (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment periodAgreement.

Material Amendments. Without (a) A material amendment shall be effective only if XXXXX provides PROVIDER with the Material Amendment and with notice of the Material Amendment in writing, not later than ninety (90) days prior to the effective date of the Material Amendment. The notice shall be conspicuously entitled “Notice of Material Amendment to Participating Provider Agreement”. (b) If within fifteen (15) days after receiving the Material Amendment and Notice, described in this section, the PROVIDER objects in writing to the Material Amendment, and there is no resolution of the objection, either Party may terminate this Agreement upon written consent notice of Administrative Agent consistent termination provided to the other Party, not later than sixty (60) days prior to the effective date of the Material Amendment. (c) If the PROVIDER does not object to the Material Amendment in the manner described in this section, the Material Amendment shall be effective as specified in the notice of Material Amendment described in this section. (d) Pursuant to ORC §3963.04, this section does not apply if the delay caused by compliance with this Section 9.04paragraphs (a), no Borrower shall alter(b) and (c) above could result in imminent harm to a Member, amendif the Material Amendment is required by state or federal law, modify, restate, terminaterule or regulation, or change any provision if the PROVIDER affirmatively accepts the Material Amendment in writing and agrees to an earlier effective date than otherwise required by paragraph (a) of its Constituent Documents affecting this section. (e) Pursuant to ORC §3963.04, this section does not apply if the Investors’ debts, duties, obligations, and liabilitiesPROVIDER’s payment or compensation is based on the current Medicaid or Medicare physician fee schedule, and the rightschange in payment or compensation results solely from a change in that physician fee schedule. (f) Pursuant to ORC §3963.04, titlesthis section does not apply if a routine change or update of this Agreement is made in response to any addition, security interests, liens, powers and privileges deletion or revision of any Borrowerservice code, procedure code, or reporting code, or a pricing change is made by any Managing Entitythird party source. (g) For purposes of paragraphs (e) and (f) of this section, Administrative Agent the following definitions apply: “Service code, procedure code, or Secured Partiesreporting code” means the current procedural terminology (CPT), in each case relating to Capital Calls, Capital Commitments, Capital Contributions or Unfunded Commitments, in each case in any way that materially and adversely affects the rights of Administrative Agent or Secured Parties current dental terminology (each a “material amendment”). With respect to any proposed amendment, modification or change to any Constituent Document (including, for avoidance of doubt, pursuant to any Side Letter) (except any supplement to a private placement memorandum that does not pertain to the Collateral or the Secured Parties’ rights therein, as may be determined by the applicable Borrower in its reasonable discretionCDT), the applicable Borrower healthcare common procedure coding system (HCPCS), the international classification of diseases (ICD), or the drug topics redbook average wholesale price (AWP). “Third party source” means the American Medical Association, American Dental Association, the Centers for Medicare and Medicaid Services, the National Center for Health Statistics, the Department of Health and Human Services Office of the Inspector General, the Ohio Department of Insurance or the Ohio Department of Job and Family Services (ODJFS). (h) Notwithstanding any of the foregoing paragraphs of this section or any provision herein to the contrary, should any pertinent state or federal law(s), regulation(s), rule(s), directive(s) and/or policies be amended, repealed or legislated, XXXXX shall use reasonable efforts reserve the right to notify Administrative Agent of such proposalamend this Agreement without prior notice to or consent from PROVIDER. Administrative Agent shall determineAs respects CFC and Medicaid, in its sole discretion, whether such proposed amendment, modification or change to such Constituent Document is a material amendment, and ODJFS shall notify the applicable Borrower of its determination within five Business Days of MCO and/or the date on which it is deemed to have received such notification pursuant to Section 12.07. If Administrative Agent determines that the proposed amendment is a material amendment and notifies the Borrowers in writing of such determination, the approval of the Required Lenders and Administrative Agent, in their reasonable discretion, will be required (unless the approval of a different percentage of Lenders is required consistent with the terms of Section 12.01Plan(s), and Administrative Agent XXXXX of any changes in applicable State or Federal laws, regulations, waiver, or contractual obligation of the MCO and/or the Plan(s) and XXXXX; and XXXXX shall promptly notify the Lenders PROVIDER of such request for such approval, distributing, as appropriate, the proposed amendment and any other relevant information provided by the applicable Borrower, and Lenders changes. This Agreement shall be required automatically amend to respond conform to such requests within five Business Days changes without necessitating an execution of such notice, and if no response is given such Lender shall be deemed to have approved the proposed amendment. If Administrative Agent determines that the proposed amendment is not a material amendment, the applicable Borrower may make such amendment without the consent of Lenders. Notwithstanding the foregoing, without the consent of Administrative Agent or any of the Lenders, the applicable Borrower may amend its Constituent Documents: (i) to admit new Investors and subject to Section 9.05 and 9.06, allow Investors to withdraw or reduce or terminate their interests in or commitments to such Borrower to the extent otherwise permitted by this Credit Agreement; (ii) to reflect transfers of interests of Investors otherwise permitted by this Credit Agreement and (iii) to extend the investment periodwritten amendments.