2011-273 Co. Mgr. - RDS Services, LLC - Agreement for Early Retiree Reinsurance Program Services

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(c)Plan Sponsor's and RDS' indemnification duties and liabilities under Section 4 hereof with respect to events and claims arising before the termination of the Agreement,until the appropriate statute of limitations has run. 3.04 Outstanding Fees; Records.Upon termination of this Agreement,Plan Sponsor agrees to remit to RDS any outstanding balances due(or which,under Section 3.03(a),becomes due)under this Agreement. Without limiting other available remedies,RDS shall have the right to retain all records in its possession with regard to its services pursuant to this Agreement until receipt of all undisputed outstanding monies due. 3.05 Cooperation with Successor. In the event Plan Sponsor appoints a successor to RDS for any or all of RDS' services described herein,RDS shall cooperate as reasonably necessary in transferring files,records, reports and the like,and RDS shall be entitled to reasonable compensation for its services in connection therewith.Notwithstanding any provision of this Agreement(including any exhibit or addendum hereto),to the contrary,RDS shall not,without prior written agreement with Plan Sponsor,be obligated to assist a successor to RDS or otherwise take or continue any action following termination of the Agreement if and to the extent such assistance or action may reasonably be viewed as causing RDS to become a fiduciary with respect to the Plan in any manner. 3.06 Access to Information.Plan Sponsor shall have the right,upon providing reasonable notice,to periodically review, at its own expense,any records of RDS relating to the services provided herein; any examination of such records shall be carried out in a manner mutually agreeable to RDS and Plan Sponsor and to the extent permitted by applicable law. SECTION 4 INDEMNIFICATION 4.01 Indemnification by Plan Sponsor. Plan Sponsor agrees to indemnify RDS,its officers,directors, employees and agents for and hold them harmless from any claim,liability,cost,loss,expense or damage (including reasonable attorney fees)which may be paid or incurred by RDS resulting from or in connection with a material breach by Plan Sponsor of its responsibilities and duties outlined under this Agreement, provided, however, no section of the Agreement is intended to create a waiver of Plan sponsor's rights or privileges as a sovereign entity. 4.02 Indemnification by RDS. RDS agrees to indemnify Plan Sponsor,its officers, directors, employees and agents for and hold them harmless from any claim,liability, cost,loss, expense or damage(including reasonable attorney fees)which may be paid or incurred by Plan Sponsor resulting from or in connection with a material breach by RDS of its responsibilities and duties outlined under this Agreement. SECTION 5 GENERAL PROVISIONS 5.01 Amendment;Assignment.This Agreement may not be amended without the express written consent of both parties.No assignment by either party pertaining to this Agreement shall be valid without the express written consent of the other party,which consent will not be unreasonably withheld. 5.02 Confidentiality.RDS recognizes that it shall be provided with personal information regarding Members of Plan in the course of providing services under this Agreement.RDS shall safeguard such information to ensure that no person who does not need to know such information has access to such information.To the extent required by law,RDS will enter into a"Business Associate Agreement"with the Plan and/or Plan Sponsor. 5.03 Entire Agreement.This Agreement(including any exhibits or addenda hereto)constitutes the 3 Troy_57244014-]2