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EXHIBIT C provided, unless a legitimate reason is provided and the purpose is not to delay payment, harass the claimant, or discourage filing of claims. EDH shall not pay.only a part of a claim that has been approved and is fully payable. 683A.088 Each claim paid by EDH from money collected for or on behalf of Sponsor must be paid by a check or draft upon and as authorized by.Sponsor. 683A.0883(1-2) (1) The compensation paid to EDM for its services may be based upon premiums or charges collected, on number of claims paid or processed or on another basis agreed upon by EDH and Sponsor, except as provided in subsection (2) below. (2) Compensation paid to EDH .may not be based upon or contingent upon: (a) The claim experience of the policies which it handled; (b) The savings realized by EDH by adjusting, settling or paying the losses covered by Sponsor 3. New Jersey. The Parties desire to supplement the Agreement to specifically reference certain provisions of New Jersey law applicable to third -party administrators and to comply with those laws to the extent applicable and not preempted by federal law, as follows: MRS 176:276-6 The Agreement shall be retained as part of the official records of EDH for the NJAC 11:23-3.1(b) duration of the Agreement and for five years thereafter. NIRS 176:278-6(a) EDH will provide Sponsor the services described in the Agreement and will be NJAC 11:23-3.1(c)(1) compensated as stated in the Agreement. NIRS 17B:27B-6(b) Sponsor will be responsible for the provision of enrollment and eligibility NJAC41:23-3.1(c)(2)(i) information to EDH. MRS 17B:27B-6(b) Sponsor will be responsible to EDH to arrange for a preliminary or escrowed NJAC 11:23-3.1(c)(2)(ii) deposit of funds by Sponsor as described in the Agreement, if any. MRS 17B:27B-6(b) Sponsor will be responsible for the transmittal of funds from Sponsor to EDH for NJAC 11-.23-3.1(c)(2)(iii) the purpose of paying claims as described in the Agreement. MRS 17B:27B-6(b) Sponsor will be responsible for notifying EDH of modifications in the Sponsor's NJAC 11:23-3.1(c)(2)(iv) benefit plans. NIRS 1713:2713-6(b) Sponsor will be solely responsible for the cost of any ineligible claims paid by EDH. NJAC 11:23-3.1(c)(2)(v) MRS 178:276-6(b) Sponsor will be solely responsible for any liability incurred on account of any NJAC 11:23-3.1(c)(2)(vi) overdue payments by EDH. NIRS 17B:27B-6(b) Sponsor will be solely responsible for procuring any reinsurance or stop -loss NJAC 11:23-3.1(c)(2)(vii) insurance relative to the benefit plans under the Agreement. NJ RS 176:27B -6(c) EDH will maintain appropriate.back-up systems against the loss of the records. NJAC 11:23-3.1(c)(3)(i) MRS 17B:27B-6(c) EDH will establish and maintain appropriate financial controls. NJAC 11:23-3.1(c)(3)(ii) MRS 17B:27B-6(c) Sponsor may at its sole expense employ an outside auditor to conduct any claims NJAC 11:23-3.1(c)(3)(iii) audit under the Agreement. -3- 77