Benefit Plans Administrative Services 12/26/2018

11 Paae will provide to Plan Sponsor, Plan Administrator, and/or their legal counsel, upon request and subject to any limitations described in this Agreement, any documentation in BPAS' possession that may relate to such claim for benefits and/or expenses. Litigation with Third Parties. A party claiming indemnification pursuant to this Section 4.01 must give the other party prompt written notice of such claim. The parties shall cooperate with each other to assist in the defense of any claim. An indemnified party may assume the defense of such claim, in which case the indemnifying party will not be liable to the indemnified party for the losses or any expenses subsequently incurred by the indemnified party in defending such action or claim. No indemnified party may settle any claim without the approval of the indemnifying party. Mitigation Efforts. Both BPAS and the Plan Sponsor and Plan Administrator agree to use commercially reasonable efforts to mitigate their own, as well as each other's, liability, damages, and other losses suffered in connection with this Agreement, including where any liability, damages or losses can be mitigated by lawfully pursuing recovery from Covered Persons or other third parties, and each of BPAS and the Plan Sponsor and Plan Administrator will conduct or permit diligent efforts to so recover. Furthermore, each party agrees to use commercially reasonable efforts to minimize the length and effects of delays that occur due to the occurrence of a Force Majeure event. BPAS shall use due care transmitting data through the NSCC. BPAS' liability hereunder is limited solely to data processing errors resulting from: (i) malfunction of BPAS' equipment, (ii) error by BPAS' employees or agents; or (iii) error by BPAS' computer software. BPAS' liability hereunder is limited solely to restoring the Participant and/or the Trust to the same position it/he would have been in had the error not occurred. However, should the Participant and/or Plan Administrator choose not to initiate any and all actions on their part to effect the change, BPAS will not be required to make any restoration to the Trust. BPAS shall make a good faith effort to correct any error caused by BPAS' performance, provided that the Plan Administrator notifies BPAS in writing of such error and furnishes all data necessary to make such correction within thirty (30) days following the date of delivery of a benefit statement that contains the data relating to the claimed error. (The Participant will have received a confirmation of the transaction separately and in advance of receiving the benefit statement and the results of the transaction also shall have been posted on the internet shortly after said transaction has been completed). To the extent permitted by law, in the absence of intentional misconduct or gross negligence of BPAS or any of its employees or agents, BPAS shall not be liable for punitive damages or for loss of profit, goodwill, or other special, incidental or consequential damages suffered by the Trust, the Plan Sponsor, the Plan Administrator, an agent of the Plan, or a Participant as a result of BPAS' performance under this Agreement. While BPAS is in the business of VEBA administration, BPAS does not provide tax or legal advice. Each party to this Agreement acknowledges that it has been afforded the opportunity to be represented by counsel in connection with this Agreement and the actions contemplated by this Agreement. Any rule or law or any legal decision that would require interpretation of any claim to ambiguities in this Agreement against the party that drafted it has no application and is expressly waived. Section 4.02 Force Majeure. Neither party shall have liability for failure to perform its obligations under this Agreement if such failure is due to an event which prevents a party from performing its obligations under this Agreement that is due to a cause that is beyond its reasonable control, including, but not limited to, an act of God, act or omission of the other party, act of any government or regulatory body (whether civil or military, domestic or foreign), cyber attacks, acts of terrorism, fire, explosion, flood, earthquake or other natural or man-made disaster, epidemic, sabotage, war, riot, civil disturbance, strike, or lockout. VEBA Administrative Service Agreement (405512)