Health Net 2009 Annual Report Download - page 551

Section 15.2. Use of Accounts; Responsibility for Maintaining Sufficient Funds. The Administrator shall inform the Company
of the cash balances needed in such designated Bank Accounts one day in advance in order to fund any commercially reasonable
amounts for the purpose of fulfilling its obligations to pay Health Care Costs and the same day in order to fund any commercially
reasonable amounts for the purpose of fulfilling its obligations to pay Claims, in each case, pursuant to and during the term of this
Administrative Services Agreement; provided, however, that the Administrator shall not have the right to withdraw from, or to
request that the Company fund, the Bank Accounts for any amounts owed by it or its Affiliates to the Company or its Affiliates,
including any indemnification payments, or for any Administrative Services Fees. If at any time there are insufficient amounts in the
Bank Account to fund any checks drawn and unpaid on such Bank Accounts and subject to Parent’s obligation to make the statutory
minimum payments pursuant to Section 1.4(g) of the Stock Purchase Agreement, the Company or United shall deposit the required
funds into the Bank Account for the purpose of paying Claims or Health Care Costs. When and on terms reasonably requested by the
Company, Administrator will work with the Company, United and Company banks to transition Bank Account signers, Bank
Account bank analysis grouping, documentation and data transmission and reporting systems, and electronic funds transfer
capabilities into and out of the accounts from the Administrator to the Company and United Upon termination of this Administrative
Services Agreement, the Administrator shall promptly return to the Company all such unused check stock, letterhead, printed forms
and other generic documents held by it in connection with this Administrative Services Agreement as provided under this Article XV
and any amounts remaining in the Bank Accounts shall be transferred to such accounts as directed by the Company.
ARTICLE XVI.
DURATION; TERMINATION
Section 16.1. Duration. This Administrative Services Agreement shall commence as of the Effective Date and shall continue in
effect until the termination date of the final Administered Contract (the “Expiration Date”), on which date it shall automatically
terminate, unless this Administrative Services Agreement is earlier terminated under Section 16.2 hereof. [In no event shall the term
of this Administrative Services Agreement extend for more than five (5) years from the Effective Date unless a renewal term is
authorized by the Commissioner of the New York State Department of Health in accordance with 10 NYCRR § 98-1.11(m). Any
application for renewal shall be submitted to the New York State Department of Health at least ninety (90) days prior to the expiration
of the existing contract.] Upon the Expiration Date, unless this Administrative Services Agreement is earlier terminated under
Section 16.2 hereof, the Parties agree to enter into a Claims Servicing Agreement attached as Schedule 16.1, under which the
Administrator will manage the running out of any remaining Claims.
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This provision is found only in the Administrative Services Agreement of Health Net of New York, Inc.
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