R95-141 AUTHORIZING APPLICATIONS FOR GROUP HEALTH INSURANCE COVERAGE

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� VIII.LATE PAYMENTS AND REMEDIES A. If the Employer fails to pay when due any amount required to be paid to the Claim Administrator hereunder, and such default is not cured within ten (10) days of written notice to the Employer, the Claim Administrator may,at its option,terminate this Agreement as of the effective date speci- fied in such notice. B. If either the Employer or the Claim Administrator fails to perform any obligation or covenant pro- vided hereunder, other than those specified in Section VIII. A. above, and such default is not cured within thirty(30) days of written notice to the defaulting party, then the party providing such notice may, at its option, terminate this Agreement as of the effective date specified in such no- tice. C. All rights and remedies given to the Employer or the Claim Administrator under this Agreement shall be distinct, separate and cumulative, and the use of one or more thereof shall not exclude or waive any other right or remedy allowed at law or in equity, unless specifically waived in this Agreement. Further, no waiver of any breach or default of either party hereunder shall be implied from any omission by the other party to take any action on account of any similar or different breach or default. Nor shall the Claim Administrator's failure to provide the Employer with timely notice of any amount due hereunder be considered a waiver of payment of any amount which may otherwise be due hereunder from the Employer. D. If the Employer fails to make any payment required by this Agreement when due, the Claim Ad- ministrator,at its option,may charge interest on such late payment or payments from the due date at an annual rate of twelve (12%) percent. In addition, if the Employer becomes insolvent, however evidenced, or is in default of its obliga- � tion to make any Transfer Payment as provided hereunder, or if any other default hereunder has occurred and is continuing, then any indebtedness of the Claim Administrator to the Employer (including any and all contractual obligations of the Claim Administrator to the Employer) may be offset and applied toward the payment of the Employer's obligations hereunder, whether or not such obligations, or any part thereof, shall then be due the Employer. E. If the Claim Administrator terminates this Agreement for failure of the Employer to make payment or payments due the Claim Administrator and/or for failure to perform any other obligation, duty or act required by this Agreement, the Employer agrees to notify all Covered Employees. The Employer and the Claim Administrator agree that the Employer will give such notice because the Employer maintains direct and ongoing communication with, and maintains current addresses for all such Covered Employees. The Employer will indemnify and hold the Claim Administrator harmless from any and all claims, cost and expenses, including but not limited to, reasonable attorney's fees in connection with such default, arising from the Claim Administrator's termination of this Agreement or denial of Claims pursuant to this Agreement. F. Notwithstanding any provision to the contrary, if the Employer has failed to pay when due any amount owed the Claim Administrator, the Claim Administrator shall be under no obligation to make any further Claim Payments until such default is cured. IX. TERM AND TERMINATION OF AGREEMENT A. This Agreement shall continue in full force and effect for one(1)year from the Effective Date, and from year to year thereafter, but may be cancelled at the end of any month after the first year by either the Employer or the Claim Administrator upon ninety (90) days prior written notice to the other party. In the event of such termination, the Employer agrees to notify all Covered Em- � ployees in accordance with the provisions of Section VIII. paragraph E. above. B. The Employer hereby acknowledges that on the date of termination of this Agreement in accor- dance with the provisions of either Section VIII., or Section IX. of this Agreement, there may be - 5 -