Benefit Plans Administrative Services 12/26/2018

13IPaae and Plan Administrator are unable to resolve the dispute within sixty (60) days after the date of such written notice, BPAS and the Plan Sponsor and Plan Administrator may pursue all legal remedies available to them. Section 5.08 Waiver. No failure on the part of a party to exercise, or delay in exercising, any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right. Section 5.09 Successors. This Agreement shall be binding upon and inure to the benefit of, the parties, their assigns and their successors in interest. Nothing in this Agreement, express or implied, is intended to confer upon any other person or entity any rights or remedies of any nature whatsoever under or by reason of this Agreement. Section 5.10 Headings. The descriptive headings of the Sections of this Agreement are for convenience only and do not constitute a part of this Agreement. Section 5.11 Survival. The rights and obligations described in Sections 2.05, 3.04, 3.06, 4.01, and 5.02 shall survive termination of this Agreement. Section 5.12 Bonding. BPAS will maintain a fidelity bond covering all BPAS' employees who handle Trust assets in accordance with the terms of this Agreement to the extent required by law. Section 5.13 No Third Party Beneficiaries. No third party will be deemed to be an intended or unintended third party beneficiary of this Agreement and nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any other person or entity other than Plan Sponsor, Plan Administrator, BPAS and their respective successors and permitted assigns, any rights, remedies or obligations whatsoever. BPAS is obligated under this Agreement only to the Plan Sponsor and Plan Administrator, and nothing under this Agreement shall be deemed to confer any obligation on BPAS to any individuals covered under the Plan. Section 5.14 Entire Agreement. This Agreement, together with all attachments hereto, constitute and contain the entire agreement and final understanding between the parties concerning the subject matter hereof. This Agreement is intended by the parties as a final expression of their agreement with respect to such terms as are included herein and further, is intended by the parties as a complete and exclusive statement of the terms of their agreement. This Agreement supersedes and replaces all prior negotiations and all prior or contemporaneous representations, promises or agreements, proposed or otherwise, whether written or oral, concerning the subject matter hereof. VEBA Administrative Service Agreement (405512)