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DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 preserve the life or health of the Participant, Sponsor will be responsible for payment of the Provider's charges for any such Medically Necessary Service as part of the Episode of Care. The amounts of such charges will be calculated and charged by EDH according to the pricing terms set forth in the agreement between EDH and the Provider, and any such charges will be listed in an Invoice to Sponsor. If any such urgent or emergency Medically Necessary Services are provided to a Participant by a health care provider outside of the Network, charges for such services may be billed by such health care provider through the Plan Administrator. 4.8 Elective Changes by Participant. This Agreement does not permit requests of non -Covered Services by a Participant after a Provider has accepted Participant. Any request by Participant to Provider for such non -Covered Services and Provider's decision to render such non -Covered Services shall be considered outside of the Network and not subject to the scope of this Agreement. EDH shall have no obligation or responsibility with respect to such non -Covered Services. 4.9 Termination of an Episode of Care. EDH's obligations under this Agreement extend only through the end of an Episode of Care. In the event a Participant's Episode of Care extends more than ten (10) days beyond its anticipated duration, EDH shall notify Sponsor, and EDH and Sponsor shall use good faith efforts to mutually agree upon a medically appropriate solution for the transition of coverage for the Participant's care. In any event, if an Episode of Care extends thirty (30) days beyond the date the Participant was originally admitted to the facility, the Episode of Care will be considered terminated. EDH shall have no obligations or liability with respect to services rendered by a Provider after the termination of an Episode of Care. Payment for any services rendered by a Provider after the termination of an Episode of Care shall be the responsibility of Participant, Sponsor, or the Plan, as applicable. 4.10 Proof of Participant Financial Responsibility. EDH or a Provider may require proof of a Participant's ability to pay for non -Covered Services requested or required during an Episode of Care. Such assurance may take the form of proof of coverage underthe Plan or a deposit, surety, or letter of credit in such amount as reasonably required. 4.11 Disputes Regarding Adiustments to Price. In the event that Sponsor makes a factually supported assertion that a physician -initiated urgent or emergency service was not a Medically Necessary Service, EDH will retain an independent arbitrator having appropriate clinical expertise for the purpose of determining the medical necessity of such care. EDH will require Provider to supply to the arbitrator such Participant's medical records as the arbitrator may reasonably request. If the arbitrator determines that all or a portion of such care was not a Medically Necessary Service, the charges associated with such care will be canceled or reduced pro -rata with such determination. Each party to the arbitration will bear its respective arbitration expenses and each will pay its pro -rata portion of the arbitrator's charges and expenses. The arbitrator's decision shall be final and binding upon Sponsor. 4.12 Delinquent Payment. If Sponsor fails to pay EDH any amount due to a Provider (with the exception of amounts relating to Claims subject to good faith dispute by Sponsor) within sixty (60) days following Sponsor's receipt of an Invoice itemizing such amount, EDH will notify Sponsor and the Provider of such failure, and will engage in good faith efforts to facilitate resolution of any payment issues or disputes with respect to such amounts. If EDH is unable to resolve such payment issues or disputes within thirty (30) days of such engagement, EDH will notify Sponsor and the Provider, and the Provider may terminate its agreement with EDH with regard to Sponsor failing to make payment. The Provider may then seek to recover payment for such undisputed amounts due directly from Sponsor. In such event, Sponsor will lose the benefit of any contractual rates set forth in EDH's agreements with the Provider, and Sponsor will be responsible for the full amount of the Provider's billed charges. This provision is in addition to, and not in lieu of, any other rights and remedies available to EDH under this Agreement, at law, or in equity. -11-