RIGHT TO
INDEMNIFICATION WITH RESPECT TO ANY CLAIM MADE PURSUANT TO THIS SECTION 13.3,
OTHER THAN TO THE EXTENT THAT SUCH FAILURE ACTUALLY PREJUDICES THE INDEMNIFYING
PARTY.
SECTION 13.4.
LIMITED LIABILITY.
NOTWITHSTANDING THE PROVISIONS OF
ARTICLE XIII, THE ADMINISTRATOR AND ITS SUBSIDIARIES AND AFFILIATES AND THEIR
RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES (OR ANY OF THE HEIRS, EXECUTORS,
SUCCESSORS OR ASSIGNS OF ANY OF THE FOREGOING) (EACH, A "SERVICE PROVIDER")
SHALL HAVE NO LIABILITY TO THE COMPANY OR ITS SUBSIDIARIES AND AFFILIATES IN
EXCESS OF $900,000 IN THE AGGREGATE ANNUALLY (AS MEASURED FROM THE EFFECTIVE
DATE OR THE MOST RECENT ANNIVERSARY OF THE EFFECTIVE DATE, WHICHEVER IS LATER),
FOR ANY AND ALL CLAIMS IN CONTRACT, TORT OR OTHERWISE FOR OR IN CONNECTION WITH
ANY BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT SUCH
LIMITATION ON LIABILITY SHALL NOT EXTEND TO OR OTHERWISE LIMIT ANY LIABILITIES
THAT RESULT DIRECTLY FROM SUCH SERVICE PROVIDER'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT; PROVIDED FURTHER THAT THE COMPANY SHALL BE ENTITLED TO
INDEMNIFICATION ONLY TO THE EXTENT THAT THE AGGREGATE AMOUNT OF SUCH CLAIMS
ANNUALLY (AS MEASURED FROM THE EFFECTIVE DATE OR THE MOST RECENT ANNIVERSARY OF
THE EFFECTIVE DATE, WHICHEVER IS LATER) EXCEEDS $25,000 (OTHER THAN TO THE
EXTENT THAT SUCH CLAIMS ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE ADMINISTRATOR); PROVIDED FURTHER IF THE COMPANY, INCLUDING THE SERVICE
MANAGER, PROVIDES DIRECTION TO THE ADMINISTRATOR PURSUANT TO SECTION 3.4, THE
COMPANY SHALL NOT BE ENTITLED TO INDEMNIFICATION (AND THE ADMINISTRATOR SHALL
HAVE NO LIABILITY) TO THE EXTENT THE DAMAGE ARISES FROM THE ADMINISTRATOR
FOLLOWING SUCH DIRECTION.
13
ARTICLE XIV
DURATION; TERMINATION
SECTION 14.1.
DURATION.
THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE
DATE AND CONTINUE FOR TWO (2) YEARS (THE "TERM"), UNLESS TERMINATED EARLIER
PURSUANT TO THE TERMS OF THIS AGREEMENT.
THIS AGREEMENT SHALL AUTOMATICALLY
RENEW FOR ONE YEAR TERMS (EACH A "RENEWAL TERM").
THE COMPANY SHALL HAVE THE
RIGHT TO TERMINATE THIS AGREEMENT AT THE END OF THE TERM OR A RENEWAL TERM, UPON
PROVIDING THE ADMINISTRATOR WITH WRITTEN NOTICE OF SUCH TERMINATION NOT LESS
THAN NINETY (90) DAYS PRIOR TO THE END OF THE TERM OR THE APPLICABLE RENEWAL
TERM.
THE COMPANY SHALL BEAR ALL TRANSITION COSTS ASSOCIATED WITH THE
EXPIRATION OF THIS AGREEMENT AND AN ASSUMPTION OF THE ADMINISTRATION OF THE
INSURANCE CONTRACTS BY THE COMPANY AT THE END OF THE TERM OF THIS AGREEMENT.
SECTION 14.2.
TERMINATION.
(A)
THIS AGREEMENT WILL TERMINATE IN ITS
ENTIRETY ON THE EARLIER OF:
(I)
THE DATE THE COMPANY'S LIABILITY UNDER
ALL OF THE INSURANCE CONTRACTS IS TERMINATED IN ACCORDANCE WITH THE TERMS
THEREOF; OR
(II)
A TERMINATION PURSUANT TO SECTIONS
14.2(B), (C), (D) OR (E).
(B)
THE COMPANY SHALL HAVE THE RIGHT, UPON WRITTEN NOTICE TO THE
ADMINISTRATOR, TO TERMINATE THIS AGREEMENT AND ASSUME FROM THE ADMINISTRATOR,
THE ADMINISTRATION OF THE INSURANCE CONTRACTS UPON THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS:
(I)
A VOLUNTARY OR INVOLUNTARY PROCEEDING IS
COMMENCED IN ANY JURISDICTION BY OR AGAINST THE ADMINISTRATOR FOR THE PURPOSE OF