Health Net 2009 Annual Report Download - page 565

(b) After the Effective Date, at the first opportunity to enroll eligible Employer Groups (if not already enrolled with a
Legacy United Entity Plan in accordance with Section 1.2(a)) and Members (e.g., upon applicable policy anniversary or other renewal
date of Health Plan Contracts after the Effective Date), United shall offer each eligible Employer Group and Member one or more of
Legacy United Entities’ Plans; provided, however, that United in its discretion may elect not to offer enrollment to Employer Groups
or Members if such Employer Groups or Members do not satisfy the underwriting guidelines and rating methodology of United in the
applicable market, as such underwriting guidelines and rating methodology are applied by United in a manner consistent with
United’s application of underwriting guidelines and rating methodology to business other than the Business. Furthermore, United in
its discretion may elect not to enroll in a Legacy United Entity Plan any Employer Group or Member (i) who fails to satisfy any
eligibility requirements of the applicable Legacy United Entity Plan, as such eligibility requirements are applied by United in a
manner consistent with United’s application of eligibility requirements to business other than the Business; (ii) for whom premiums
or fees are not current in any Health Plan Contracts; or (iii) who has terminated, has been terminated by the Company, or submitted a
notice of termination of, or intent to terminate, such membership pursuant to such Health Plan Contracts. In addition to the activities
set forth in Sections 2.2 and 2.3, the Administrator, on behalf of the Company, shall use commercially reasonable efforts to (x) cause
qualified employees to attend and participate in meetings lead by United, in the manner and to the extent such attendance and
participation is requested by United with reasonable advance notice, with Employer Groups that are large groups or
Brokers/Consultants, and (y) cooperate with United’s efforts to transition Employer Groups and Members to Legacy United Entities’
Plans and to gain the commitment of Brokers/Consultants to do business with the Legacy United Entities in the Applicable State.
(c) In accordance with the Transition Schedule, the Parties shall use commercially reasonable efforts to transfer each
Employer Group’s health care benefits provided by the Company and HN Life as a whole (e.g., with respect to a Employer Group
that has health care benefit insurance products administered by the Company and health care benefit insurance products administered
by HN Life, the Parties shall use commercially reasonable efforts to attempt to transition all such products to products (or comparable
products) that are offered by one or more Legacy United Entities), to the extent that comparable products are offered by Legacy
United Entities and subject to the choice of the Employer Group and the applicable Legacy United Entity’s underwriting guidelines,
rating methodologies, eligibility requirements and other requirements, as such guidelines, methodologies and requirements are
applied by United in a manner consistent with United’s application thereof to business other than the Business.
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