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Article V - Termination of the Agreement 5.1 This Agreement may be terminated by either the Employer or DBI without cause and without liability for damages for breach, by written notice of intention to terminate given to the other party, to be effective as of a date certain set forth in the written notice, which shall not be less than 30 days from the date of such notice. All obligations of DBI relating to payment of claims under the Employer will be terminated on the effective date of termination given in the notice even though the clahr_ for such benefits arise prior to termination of this Agreement. 5.2 The Agreement shall automatically terminate: a. If any law is enacted or interpreted to ~rohibit the continuance of this Agreement, upon the effective date of such law or interpretation; b. If any monthly administrative fee remains unpaid to DBI beyond 30 days past the due date, upon notification by DBI to the Employer in writing that DBI intends to exercise its option to enforce this provision; or c. If at any time the Employer fails to provide funds for the payment of Plan benefits or fails to restore the Min!mum Account Balance, upon written notification by DBI; 5.3 Default. Notwithstanding any other cond:tions on termination of this Agreement, the Plan may terminate this Agreement if DBI engages in a pattern of activity or practice that constitutes a material breach of its obligations under Article 11I. Moreover, if either party is in default under any other provision of this Agreement, the other party may give written notice to the other party of such default. If the defaulting party has not used good faith efforts to cure such breach or default within 30 days after it receives such notice, or if good faith efforts to cure have begun within 30 days but such cure is not completed within 60 days after receipt of the notice, the other party shall have the right by further written notice (the "Termination Notice") to terminate the Agreement as of any future date designated in the Termination Notice. In addition, if termiaation is due to default under any provision of this Agreement by DBI, the termination fees applicable to the initial term will not apply. 5.4 When this Agreement is terminated, DBI will immediately cease the performance of any further services under this Agreement mless both parties agree that DBI shall continue performing services during any post-termination "nm-out" period. If the employer engages DBI to administer a 90-day post-termination "nm-out period", DBI will invoice and collect a "nm-out fee" as determined by DBL Upon receipt of the "nm-out fee", DBI will continue the processing of qualifying expense reimbursements and general plan administration. a. Upon the completion of the later of the Agreement, or any agreed- upon 90 day "mn-out period", DBI will cease the processing of any expense reimbursement requests that are in its possession and the Employer shall be Administrative Services Agreement - October 2003 10.30.03 11