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DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK 4.13 Past Due Accounts. With the exception of amounts subject to good faith dispute by Sponsor, past due amounts will be subject to the applicable state default interest rate. 4.14 Intermediary Status. To the extent required under applicable law pertaining to third party administrators: (a) payments received by EDH on behalf of Sponsor from Providers, vendors of Travel Services, meeting the Plan requirements mutually agreed by the Parties in writing, Participants, or other parties shall be deemed to have been received by Sponsor, and (b) EDH's payment of any amounts on behalf of Sponsor to Providers, vendors of Travel Services, meeting the Plan requirements mutually agreed by the Parties in writing, Participants, or other parties shall not be deemed payment to said parties until payments are received by those parties, ARTICLE 5. TERM AND TERMINATION 5.1 Term. This Agreement shall commence as of the Effective Date and shall remain in effect for four (4) years (the "Initial Term"). Following the Initial Term, this Agreement may be renewed at the sole option of Sponsor for one (1) two-year period (if elected by Sponsor, the "Renewal Term") by providing EDH written notification of such renewal to EDH not less than sixty (60) days prior to the end of the Initial Term. The Initial Term and Renewal Term, if applicable, shall be collectively referred to herein as the "Term". 5.2 Termination. (a) Termination for Convenience. This Agreement may be terminated by Sponsor for any reason, or no reason whatsoever, upon advance written notice of termination from Sponsor to EDH, as follows: (i) if notice of termination is made prior to the second anniversary of the Effective Date: (A) termination shall not be effective until 180 days following such notice to EDH and (B) such notice of termination shall immediately constitute a full and final waiver by Sponsor of any past, present, or future obligation of EDH arising from Section 4.4thus fully discharging and releasing EDH from such obligations; and (ii) if notice of termination is made after the second anniversary of the Effective Date: (A) termination shall not be effective until 90 days following such notice to EDH, and (B) such notice of termination shall reduce EDH's payment obligation, if any, pursuant to Section 4.4(b) (i.e., EDH shall only be obligated to make payment pursuant to Section 4.4(b) if the calculation of EDH Savings set forth in Section 4.4(a) shows the EDH Savings to be less than the amount of the Total Network Use Fee, and the amount of any such payment, if applicable, shall be equal to the difference between the Total Network Use Fee and the EDN Savings). Notwithstanding anything herein to the contrary, Sponsor shall not be permitted to give notice of termination or terminate this Agreement pursuant to this Section 5.2(a) prior to the first anniversary of the Effective Date. (b) Termination for Cause. Either Party may terminate this Agreement for cause upon written notice to the other Party specifying the nature of such cause for termination. For purposes of this Agreement, "cause" shall be construed to mean: (i) a material misrepresentation made by one Party to the other Party relating to this Agreement; or (ii) a material breach of an provision, term, or obligation by either Party set forth in this Agreement that is not cured within thirty (30) days of written notice of such breach or, if such cure cannot be reasonably achieved during such thirty (30) day period, reasonable steps to cure are not undertaken and diligently and continuously pursued. For the avoidance of doubt, the Parties must fulfill all lawful obligations with respect to the administration of services pursuant to this Agreement during any period of ongoing cure. (c) Termination for Insolvency. This Agreement shall terminate, without notice: (i) upon the institution by or against either Party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of either Party's debts; (ii) upon either Party making an assignment for the benefit of creditors; or (iii) upon either Party's dissolution or ceasing to do business. -12- 1�