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E. Client acknowledges that Administrator may, in its sole discretion, compensate brokers and/or third -party consultants from monies received or due to be received by Administrator pursuant to the provisions of this Agreement. F. Client expressly acknowledges, agrees, understands and confirms that (i) Administrator receives or may receive fees, rebates, commissions, payments and other remuneration from and through various sources, including Client and PBM, (ii) Administrator has disclosed to Client herein that it receives or may receive such fees, rebates, commissions, payments and other remuneration from such sources, and (iii) upon reasonable advance written request by Client, through its authorized representative, Administrator agrees to provide Client with any additional information or data within Administrator's possession or control, including without limitation specific payment or financial information, relating to this Agreement and the terms hereof, both in connection with the execution of this Agreement by the Parties as of the Effective Date and thereafter during the Term of this Agreement, whether or not in connection with any filing with respect to Client's Plan or otherwise required of Client or the Plan under applicable law, provided that such information will be made available by Administrator at mutually convenient and reasonable times, intervals and places and at no out-of-pocket cost or expense to Administrator. In the event any information requested by Client pursuant to sub -section (iii) of this Article IV.F is subject to an obligation or covenant of confidentiality, Administrator agrees to exercise commercially reasonable efforts (provided, however, that such efforts shall not require Administrator to incur any out-of-pocket cost or expense) to obtain permission to disclose to Client any such information in Administrator's possession and/or control, subject to Client's execution of a confidentiality agreement with Administrator and any other applicable party in a form reasonably acceptable to Administrator and any such other applicable party. Administrator may pay Client's benefit advisor a service fee which may be in the form of a commission, marketing fee, incentive or other allowance. ARTICLE V — LATE PAYMENT A. If the Fees for Prescription Drug Claims, the Transaction Fees, the Administration Fees or any other applicable payments specified or provided for in this Agreement are not paid by Client and received by Administrator by the due date ofthe applicable invoice, then Client shall pay Administrator a service charge equal to five percent (5%) (or the maximum amount allowable under applicable law if such amount is less than 5%) of all then past due amounts. In addition to such service charge, any past due amounts (inclusive of service charges) will incur interest beginning on the due date and continuing thereafter until fully paid at a rate of twelve percent (12%) per annum (or the maximum amount allowable under applicable law if such amount is less than 12%). B. Furthermore, if payment of the Fees for Prescription Drug Claims, the Transaction Fees, the Administration Fees or any other applicable payments payable by Client are not received by the due date of the applicable invoice, Administrator may, at its option and upon seven (7) days' notice to Client and the same seven (7) days' opportunity to cure, cease or suspend the provision of administrative services provided by Administrator under this Agreement, and deactivate all prescription drug cards issued to the Members. Consult Article VI for Administrator's option and right to terminate this Agreement at any time if Client fails to make full and timely payment of such charges and fees (including any applicable late fees and interest) to Administrator. C. If at any time Administrator reasonably determines that Client may have difficulty meeting its financial commitments under this Agreement, Administrator may request from Client financial information, reasonable assurances, or both, satisfactory to Administrator as to Client's ability to timely and fully meet its commitments and responsibilities hereunder. Such assurances may include, without limitation, Administrator requiring Client to make a deposit in such amount reasonably sufficient in Administrator's judgment to secure Client's payment obligations. If Client provides Administrator with such a deposit, Administrator may apply the deposit to past due balances and shall return the remaining deposit, if any, after the termination of this Agreement and the payment of all amounts payable to Administrator hereunder. Any deposit made by Client hereunder shall not be deemed a Plan asset. NOT FOR DISTRIBUTION. THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL, PROPRIETARY AND CONSTITUTES TRADE SECRETS OF ESI AND RXBENEFITS 9