2014-318 HR - UnitedHealthCare for United HealthCare Application for Excess Loss Insurance Policy $1,625,322

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Section 14.4 Litigation Fees and Costs.All reasonable legal fees and costs United incurs as provided in Section 14, will be paid by Customer(except as provided in Section 13.2) if United gives Customer reasonable advance notice of United's intent to charge Customer for such fees and costs, and United and Customer agrees that United is proceeding in a manner consistent with United's fiduciary obligations in United's litigation strategy. Section 14.5 Litigation Cooperation. Both parties will cooperate fully with each other in the defense of Plan Benefits Litigation. Section 14.6 Payment of Plan Benefits. In all events, Customer is responsible for the full amount of any Plan benefits paid as a result of Plan Benefits Litigation. Section 14.7 Survival.This provision shall survive the termination of this Agreement. Section 15—Mediation In the event that any dispute, claim,or controversy of any kind or nature relating to this Agreement arises between the parties,the parties agree to meet and make a good faith effort to resolve the dispute.If the dispute is not resolved within thirty (30) days after the parties first met to discuss it, and either parry wishes to pursue the dispute further, that party will refer the dispute to non-binding mediation under the Commercial Mediation Rules of the American Arbitration Association("AAA"). In no event may the mediation be initiated more than one year after the date one party first gave written notification of the dispute to the other party. A single mediator engaged in the practice of law, who is knowledgeable about employee benefit plan administration, will conduct the mediation under the then current rules of the AAA.The mediation will be held in Orange County,North Carolina or a mutually agreeable site. Nothing herein is intended to prevent either party from seeking any other remedy available at law including seeking redress in a court of competent jurisdiction. This provision shall survive the termination of this Agreement. Section 16—Miscellaneous Section 16.1 Subcontractors.United can use its affiliates or subcontractors to perform United's services under this Agreement. United will be responsible for those services to the same extent that United would have been had it performed those services without the use of an affiliate or subcontractor. Section 16.2 Assignment. Except as provided in this paragraph, neither party can assign this Agreement or any rights or obligations under this Agreement to anyone without the other party's written consent.That consent will not be unreasonably withheld. Nevertheless, United can assign this Agreement, including all of its rights and obligations to United's affiliates,to an entity controlling,controlled by,or under common control with United, or a purchaser of all or substantially all of United's assets,subject to notice to Customer of the assignment. Section 16.3 Governing Law. This Agreement is governed by the applicable laws of the State of North Carolina. This provision shall survive the termination of this Agreement. Section 16.4 Entire Agreement. This Agreement, with its exhibits, constitutes the entire agreement between the parties governing the subject matter of this Agreement. This Agreement replaces any prior written or oral communications or agreements between the parties relating to the subject matter of this Agreement. The headings and titles within this Agreement are for convenience only and are not part of the Agreement. Section 16.5 Amendment. Except as may otherwise be specified in this Agreement, the Agreement may be amended only by both parties agreeing to the amendment in writing, executed by a duly authorized person of each party. Section 16.6 Waiver/Estoppel.Nothing in this Agreement is considered to be waived by any party,unless the party claiming the waiver receives the waiver in writing. No breach of the Agreement is considered to be waived unless the non-breaching party waives it in writing.A waiver of one provision does not constitute a waiver of any other.A failure of either party to enforce at any time any of the provisions of this Agreement,or to exercise any option which is herein provided in this Agreement, will in no way be construed to be a waiver of such provision of this Agreement. Section 16.7 Notices. Any notices, demands, or other communications required under this Agreement will be in writing and may be provided via electronic means or by United States Postal Service by certified or registered mail, return receipt requested,postage prepaid,or delivered by a service that provides written receipt of delivery. 14