Common use of Due Organization, Good Standing and Corporate Power Clause in Contracts

Due Organization, Good Standing and Corporate Power. (a) The Independent Fiduciary is a trust company validly existing and in good standing under the authority of the Office of the Comptroller of the Currency. The Independent Fiduciary NAI-1500837614v2 has all requisite power and authority to enter into and carry out its obligations under this Agreement and to consummate the transactions contemplated to be undertaken by the Independent Fiduciary herein. The Independent Fiduciary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its representation of the Plan makes such qualification or licensing necessary, except in such jurisdictions where the failure to be in good standing or so qualified or licensed is not material. (b) The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Agreement and the Ancillary Agreements (to the extent a party thereto) is acting as, an investment manager under section 3(38) of ERISA and a QPAM under PTCE 84-14 with respect to the transactions contemplated by this Agreement and the Group Annuity Contract. The Independent Fiduciary is experienced in independent fiduciary work, and together with its reliance on its consultant, Aon Xxxxxx Investment Consulting, Inc., and its counsel, Xxxxxxxxxx, Xxxxxxxx and Xxxxxxxx, LLP, the Independent Fiduciary is knowledgeable concerning the large scale group annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer issuing the Group Annuity Contract and to perform its obligations under this Agreement, the other Ancillary Agreements (to the extent a party thereto) and the IF Engagement Letter. The Independent Fiduciary was designated a fiduciary of the Plan by the Fiduciary Committee with respect to the purchase of one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with the fees to be paid to the Independent Fiduciary redacted therefrom), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letter. The Independent Fiduciary has provided and will continue to provide the services described in such letter prudently and for the exclusive benefit and in the sole interest of the Plan and the Plan Participants and Plan Beneficiaries. The Independent Fiduciary has the authority and responsibility to (i) determine whether the Transaction and the purchase of the Group Annuity Contract satisfy ERISA and applicable guidance, including Interpretive Bulletin 95-1, (ii) direct the Plan Trustee on behalf of the Plan in connection with the Transaction, and (iii) perform the covenants and agreements and make the representations and warranties set forth in this Agreement and the IF Engagement Letter, to the extent they are to be performed or made by the Independent Fiduciary.

Due Organization, Good Standing and Corporate Power. (a) The Independent Fiduciary is a trust company duly organized, validly existing and in good standing under the authority Laws of the Office Commonwealth of the Comptroller of the CurrencyMassachusetts. The Independent Fiduciary NAI-1500837614v2 has all requisite power and authority to enter into and carry out its obligations under this Agreement and the Ancillary Agreements (to the extent that Independent Fiduciary is a party thereto) and to consummate the transactions Transactions contemplated to be undertaken by the Independent Fiduciary hereinin this Agreement and in the Ancillary Agreements. The Independent Fiduciary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its representation of the Plan Plans makes such qualification or licensing necessary, except in such jurisdictions where the failure to be in good standing or so qualified or licensed is not material. (b) The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Agreement and the Ancillary Agreements (to the extent a party thereto) Transactions is acting as, an investment manager under section ERISA § 3(38) and further constitutes a “qualified professional asset manager” under the Department of ERISA and a QPAM under PTCE Labor Prohibited Transaction Class Exemption 84-14 solely with respect to the transactions contemplated by this Agreement transfer of assets to Insurer in connection with the Transactions and the Group Annuity ContractContract (but not the selection of such assets or the management of such assets prior to the transfer). The Independent Fiduciary is experienced in independent fiduciary workwork and, and together with its reliance on its consultant, Aon Xxxxxx AonHewitt Investment Consulting, Inc., and its counsel, XxxxxxxxxxGroom Law Group, Xxxxxxxx and XxxxxxxxChartered, LLP, the Independent Fiduciary is knowledgeable concerning the large scale group annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer issuing the Group Annuity Contract and to perform its obligations under this Agreement, the other Ancillary Agreements (to the extent a party thereto) and the IF Engagement Letter. The Independent Fiduciary was designated a accepted its designation as the sole fiduciary of the Plan by the Fiduciary Committee Plans with respect authority to the purchase of select one or more insurers to issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with the fees to be paid to the Independent Fiduciary redacted therefromredacted), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letterthe IF Engagement Letter. The Independent Fiduciary has provided and will continue to provide the services described in such letter Section 2 of the IF Engagement Letter prudently and for the exclusive benefit and in the sole interest of the Plan Plans and the Plan Participants their participants and Plan Beneficiariesbeneficiaries. The Independent Fiduciary has accepted appointment as independent fiduciary of the authority and responsibility Plans to (i) be the sole fiduciary responsible for selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (ii) determine whether the Transaction Transactions and the purchase of the Group Annuity Contract satisfy ERISA ERISA, (iii) represent the interests of the Plans and applicable guidancetheir participants and beneficiaries in connection with the negotiation of a commitment agreement and the terms of any agreements with Insurer, including Interpretive Bulletin 95-1the Group Annuity Contract and the Annuity Certificates, (iiiv) direct the Plan Trustee on behalf of the Plans to transfer the Transferred Assets, the Closing Date Cash Amount and any post-Closing cash payments that are payable by Plan Trustee on behalf of the Plans in connection with the Transaction, consummation of the Transactions and pay any amounts payable to Insurer under Section 2.5 of the Group Annuity Contract and (iiiv) take all other actions on behalf of the Plans necessary to effectuate the foregoing, including to perform the covenants and agreements and make the representations and warranties set forth in this Agreement and the IF Engagement Letter, to the extent they are to be performed or made by the Independent Fiduciary.

Due Organization, Good Standing and Corporate Power. (a) The Independent Fiduciary is a Massachusetts trust company duly organized, validly existing and in good standing under the authority Laws of the Office Commonwealth of the Comptroller of the CurrencyMassachusetts. The Independent Fiduciary NAI-1500837614v2 has all requisite power and authority to enter into and carry out its obligations under this Agreement and the Ancillary Agreements (to the extent a party thereto) to which it is, or will be at Closing, a party and to direct the Plan Trustee to consummate the transactions contemplated to be undertaken by on behalf of the Independent Fiduciary hereinPlan trust. The Independent Fiduciary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its representation of the Plan makes such qualification or licensing necessary, except in such jurisdictions where the failure to be or in good standing or so qualified or licensed is not material. (b) The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Agreement and the Ancillary Agreements (to the extent a party thereto) is acting as, an investment manager under section ERISA § 3(38) of ERISA and a QPAM under PTCE 84-14 with respect to the transactions contemplated by this Agreement and the Group Annuity Contract14. The Independent Fiduciary is experienced in independent fiduciary work, and together with its reliance on its consultant, Aon consultant Xxxxxx Investment Consulting, Inc., Xxxxx Inc. and its counsel, Xxxxxxxxxx, Xxxxxxxx and XxxxxxxxK&L Gates, LLP, the Independent Fiduciary is knowledgeable concerning the large scale group NYI-4483146v3 48 annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer issuing of the Group Annuity Contract and to perform its obligations under this Agreement, the other Ancillary Agreements (to the extent a party thereto) and the IF Engagement Letter. The Independent Fiduciary was designated a fiduciary of the Plan by the Fiduciary Annuity Committee with respect to the purchase of one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with other than the attachment thereto regarding the fees to be paid to the Independent Fiduciary redacted therefromFiduciary), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letter. The Independent Fiduciary ; and has provided and will continue to provide the services described in Exhibit A of such letter prudently and for the exclusive benefit and solely in the sole interest of the Plan and the Plan Participants and Plan Beneficiaries. The Independent Fiduciary has the authority and responsibility to (i) determine whether the Transaction and the purchase of the Group Annuity Contract satisfy satisfies ERISA and applicable guidance, including Interpretive Interpretative Bulletin 95-1, (ii) direct the Plan Trustee on behalf of the Plan in connection with the transfer of the Transferred Assets in connection with the consummation of the Transaction, (iii) direct the Plan Trustee on behalf of the Plan in connection with the execution of the Group Annuity Contract and the amendments thereto contemplated by this Agreement, and (iiiiv) perform the covenants and agreements and make the representations and warranties set forth in this Agreement Agreement, the Ancillary Agreements (to the extent a party thereto) and the IF Engagement Letter, to the extent they are Letter to be performed or made by the Independent Fiduciary.

Due Organization, Good Standing and Corporate Power. (a) The Independent Fiduciary is a trust company validly existing and in good standing under the authority Laws of the Office Commonwealth of the Comptroller of the CurrencyMassachusetts. The Independent Fiduciary NAI-1500837614v2 has all requisite power and authority to enter into and carry out its obligations under this Agreement and the Ancillary Agreements to consummate the transactions contemplated to be undertaken by the Independent Fiduciary hereinherein and therein. The Independent Fiduciary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its representation of the Plan makes such qualification or licensing necessary, except in such jurisdictions where the failure to be in good standing or so qualified or licensed is not material. (b) The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Agreement and the Ancillary Agreements (to the extent a party thereto) Transactions is acting as, an investment manager under section ERISA § 3(38) of ERISA and a QPAM under PTCE 84-14 with respect to the transactions contemplated by this Agreement Transactions and the Group Annuity Contract. The Independent Fiduciary is experienced in independent fiduciary work, and together with its reliance on its consultant, Aon Xxxxxx Investment Consulting, Inc., Inc. and its counsel, Xxxxxxxxxx, Xxxxxxxx and Xxxxxxxx, K&L Gates LLP, the Independent Fiduciary is knowledgeable concerning the large scale group annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer issuing the Group Annuity Contract and to perform its obligations under this Agreement, the other Ancillary Agreements (to the extent a party thereto) Agreement and the IF Engagement Letter. The Independent Fiduciary was designated a accepted its designation as the sole fiduciary of the Plan by with authority to select the Fiduciary Committee with respect insurer or insurers to the purchase of issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with the fees to be paid to the Independent Fiduciary redacted therefrom), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letter. The Independent Fiduciary has provided and will continue to provide the services described in Section 2 of such letter prudently and for the exclusive benefit and in the sole interest of the Plan and the Plan Participants its participants and Plan Beneficiariesbeneficiaries. The Independent Fiduciary has accepted appointment as independent fiduciary of the authority and responsibility Plan to (i) be the sole fiduciary - 27 – ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** responsible for selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (ii) determine whether the Transaction Transactions and the purchase of the Group Annuity Contract satisfy ERISA ERISA, (iii) represent the interests of the Plan and applicable guidanceits participants and beneficiaries in connection with the negotiation of a commitment agreement and the terms of any agreements with the Insurer, including Interpretive Bulletin 95-1the Group Annuity Contract and the Annuity Certificates (other than solely the descriptions of the benefit forms in section 2.2(i)-(viii) of the Group Annuity Contract), (iiiv) direct the Plan Trustee on behalf of the Plan to transfer the Transferred Assets, the Cash Payment Amount and any post-Closing cash payments that are payable by the Plan Trustee in connection with the Transaction, consummation of the Transactions and (iiiv) take all other actions on behalf of the Plan necessary to effectuate the foregoing, including to perform the covenants and agreements and make the representations and warranties set forth in this Agreement and the IF Engagement Letter, to the extent they are to be performed or made by the Independent Fiduciary.

Due Organization, Good Standing and Corporate Power. (a) The Independent Fiduciary is a trust company validly existing and in good standing under the authority Laws of the Office Commonwealth of the Comptroller of the CurrencyMassachusetts. The Independent Fiduciary NAI-1500837614v2 has all requisite power and authority to enter into and carry out its obligations under this Agreement and the Ancillary Agreements to consummate the transactions contemplated to be undertaken by the Independent Fiduciary hereinherein and therein. The Independent Fiduciary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its representation of the Plan makes such qualification or licensing necessary, except in such jurisdictions where the failure to be in good standing or so qualified or licensed is not material. (b) The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Agreement and the Ancillary Agreements (to the extent a party thereto) Transactions is acting as, an investment manager under section ERISA § 3(38) of ERISA and a QPAM under PTCE 84-14 with respect to the transactions contemplated by this Agreement Transactions and the Group Annuity Contract. The Independent Fiduciary is experienced in independent fiduciary work, and together with its reliance on its consultant, Aon Xxxxxx Investment Consulting, Inc., Inc. and its counsel, Xxxxxxxxxx, Xxxxxxxx and Xxxxxxxx, K&L Gates LLP, the Independent Fiduciary is knowledgeable concerning the large scale group annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer issuing the Group Annuity Contract and to perform its obligations under this Agreement, the other Ancillary Agreements (to the extent a party thereto) Agreement and the IF Engagement Letter. The Independent Fiduciary was designated a accepted its designation as the sole fiduciary of the Plan by with authority to select the Fiduciary Committee with respect insurer or insurers to the purchase of issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with the fees to be paid to the Independent Fiduciary redacted therefrom), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letter. The Independent Fiduciary has provided and will continue to provide the services described in Section 2 of such letter prudently and for the exclusive benefit and in the sole interest of the Plan and the Plan Participants its participants and Plan Beneficiariesbeneficiaries. The Independent Fiduciary has accepted appointment as independent fiduciary of the authority and responsibility Plan to (i) be the sole fiduciary responsible for selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (ii) determine whether the Transaction Transactions and the purchase of the Group Annuity Contract satisfy ERISA ERISA, (iii) represent the interests of the Plan and applicable guidanceits participants and beneficiaries in connection with the negotiation of a commitment agreement and the terms of any agreements with the Insurer, including Interpretive Bulletin 95-1the Group Annuity Contract and the Annuity Certificates (other than solely the description of the benefit forms in Sections 2.2(i) through 2.2(viii) of the Group Annuity Contract, which the Independent Fiduciary acknowledges and agrees is not the responsibility of the Insurer or any of the Insurer’s Affiliates, provided, however, that the language immediately preceding this proviso in this parenthetical shall not be construed to modify the Insurer’s obligations with respect to Section 2.5 of the Group Annuity Contract), (iiiv) direct the Plan Trustee on behalf of the Plan to transfer the Transferred Assets, the Cash Payment Amount and any post-Closing cash payments that are payable by the Plan Trustee in connection with the Transaction, consummation of the Transactions and (iiiv) take all other actions on behalf of the Plan necessary to effectuate the foregoing, including to perform the covenants and agreements and make the representations and warranties set forth in this Agreement and the IF Engagement Letter, to the extent they are to be performed or made by the Independent Fiduciary.

Due Organization, Good Standing and Corporate Power. (a) The Independent Fiduciary is a trust company validly existing and in good standing under the authority Laws of the Office Commonwealth of the Comptroller of the CurrencyMassachusetts. The Independent Fiduciary NAI-1500837614v2 has all requisite power and authority to enter into and carry out its obligations under this Agreement and the Ancillary Agreements to consummate the transactions contemplated to be undertaken by the Independent Fiduciary hereinherein and therein. The Independent Fiduciary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its representation of the Plan makes such qualification or licensing necessary, except in such jurisdictions where the failure to be in good standing or so qualified or licensed is not material. (b) The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Agreement and the Ancillary Agreements (to the extent a party thereto) Transactions is acting as, an investment manager under section ERISA § 3(38) of ERISA and a QPAM under PTCE 84-14 with respect to the transactions contemplated by this Agreement Transactions and the Group Annuity Contract. The Independent Fiduciary is experienced in independent fiduciary work, and together with its reliance on its consultant, Aon Xxxxxx Investment Consulting, Inc., Inc. and its counsel, Xxxxxxxxxx, Xxxxxxxx and Xxxxxxxx, K&L Gates LLP, the Independent Fiduciary is knowledgeable concerning the large scale group annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer issuing the Group Annuity Contract and to perform its obligations under this Agreement, the other Ancillary Agreements (to the extent a party thereto) Agreement and the IF Engagement Letter. The Independent Fiduciary was designated a accepted its designation as the sole fiduciary of the Plan by with authority to select the Fiduciary Committee with respect insurer or insurers to the purchase of issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with the fees to be paid to the Independent Fiduciary redacted therefrom), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letter. The Independent Fiduciary has provided and will continue to provide the services described in Section 2 of such letter prudently and for the exclusive benefit and in the sole interest of the Plan and the Plan Participants its participants and Plan Beneficiariesbeneficiaries. The Independent Fiduciary has accepted appointment as independent fiduciary of the authority and responsibility Plan to (i) be the sole fiduciary responsible for selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (ii) determine whether the Transaction Transactions and the purchase of the Group Annuity Contract satisfy ERISA ERISA, (iii) represent the interests of the Plan and applicable guidanceits participants and beneficiaries in connection with the negotiation of a commitment agreement and the terms of any agreements with the Insurer, including Interpretive Bulletin 95-1the Group Annuity Contract and the Annuity Certificates (other than solely the descriptions of the benefit forms in section 2.2(i)-(viii) of the Group Annuity Contract), (iiiv) direct the Plan Trustee on behalf of the Plan to transfer the Transferred Assets, the Cash Payment Amount and any post-Closing cash payments that are payable by the Plan Trustee in connection with the Transaction, consummation of the Transactions and (iiiv) take all other actions on behalf of the Plan necessary to effectuate the foregoing, including to perform the covenants and agreements and make the representations and warranties set forth in this Agreement and the IF Engagement Letter, to the extent they are to be performed or made by the Independent Fiduciary.

Due Organization, Good Standing and Corporate Power. (a) The Independent Fiduciary is a Massachusetts trust company duly organized, validly existing and in good standing under the authority Laws of the Office Commonwealth of the Comptroller of the CurrencyMassachusetts. The Independent Fiduciary NAI-1500837614v2 has all requisite power and authority to enter into and carry out its obligations under this Agreement and the Ancillary Agreements (to the extent a party thereto) to which it is, or will be at Closing, a party and to direct the Plan Trustee to consummate the transactions contemplated to be undertaken by on behalf of the Independent Fiduciary hereinPlan trust. The Independent Fiduciary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its representation of the Plan makes such qualification or licensing necessary, except in such jurisdictions where the failure to be or in good standing or so qualified or licensed is not material. (b) The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Agreement and the Ancillary Agreements (to the extent a party thereto) is acting as, an investment manager under section ERISA § 3(38) of ERISA and a QPAM under PTCE 84-14 with respect to the transactions contemplated by this Agreement and the Group Annuity Contract14. The Independent Fiduciary is experienced in independent fiduciary work, and together with its reliance on its consultant, Aon Xxxxxx Investment Consulting, Inc., consultant Olivxx Xxxxx Xxx. and its counsel, Xxxxxxxxxx, Xxxxxxxx and XxxxxxxxK&L Gates, LLP, the Independent Fiduciary is knowledgeable concerning the large scale group annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer issuing of the Group Annuity Contract and to perform its obligations under this Agreement, the other Ancillary Agreements (to the extent a party thereto) and the IF Engagement Letter. The Independent Fiduciary was designated a fiduciary of the Plan by the Fiduciary Annuity Committee with respect to the purchase of one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with other than the attachment thereto regarding the fees to be paid to the Independent Fiduciary redacted therefromFiduciary), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letter. The Independent Fiduciary ; and has provided and will continue to provide the services described in Exhibit A of such letter prudently and for the exclusive benefit and solely in the sole interest of the Plan and the Plan Participants and Plan Beneficiaries. The Independent Fiduciary has the authority and responsibility to (i) determine whether the Transaction and the purchase of the Group Annuity Contract satisfy satisfies ERISA and applicable guidance, 42 including Interpretive Interpretative Bulletin 95-1, (ii) direct the Plan Trustee on behalf of the Plan in connection with the transfer of the Transferred Assets in connection with the consummation of the Transaction, (iii) direct the Plan Trustee on behalf of the Plan in connection with the execution of the Group Annuity Contract and the amendments thereto contemplated by this Agreement, and (iiiiv) perform the covenants and agreements and make the representations and warranties set forth in this Agreement Agreement, the Ancillary Agreements (to the extent a party thereto) and the IF Engagement Letter, to the extent they are Letter to be performed or made by the Independent Fiduciary.

Due Organization, Good Standing and Corporate Power. (a) The Independent Fiduciary is a trust company duly organized, validly existing and in good standing under the authority Laws of the Office Commonwealth of the Comptroller of the CurrencyMassachusetts. The Independent Fiduciary NAI-1500837614v2 has all requisite power and authority to enter into and carry out its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions Transactions contemplated to be undertaken by the Independent Fiduciary hereinin this Agreement and in the Ancillary Agreements. The Independent Fiduciary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its representation of the Plan Plans makes such qualification or licensing necessary, except in such jurisdictions where the failure to be in good standing or so qualified or licensed is not material. (b) The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Agreement and the Ancillary Agreements (to the extent a party thereto) Transactions is acting as, an investment manager under section ERISA § 3(38) and further constitutes a “qualified professional asset manager” under the Department of ERISA and a QPAM under PTCE Labor Prohibited Transaction Class Exemption 84-14 solely with respect to the transactions contemplated by this Agreement transfer of assets to Insurer in connection with the Transactions and the Group Annuity ContractContracts (but not the selection of such assets or the management of such assets prior to the transfer). The Independent Fiduciary is experienced in independent fiduciary workwork and, and together with its reliance on its consultant, Aon Xxxxxx AonHewitt Investment Consulting, Inc., and its counsel, XxxxxxxxxxGroom Law Group, Xxxxxxxx and XxxxxxxxChartered, LLP, the Independent Fiduciary is knowledgeable concerning the large scale group annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer issuing the Group Annuity Contract Contracts and to perform its obligations under this Agreement, the other Ancillary Agreements (to the extent a party thereto) Agreement and the IF Engagement Letter. The Independent Fiduciary was designated a accepted its designation as the sole fiduciary of the Plan by the Fiduciary Committee Plans with respect authority to the purchase of select one or more insurers to issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with the fees to be paid to the Independent Fiduciary redacted therefromredacted), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letterthe IF Engagement Letter. The Independent Fiduciary has provided and will continue to provide the services described in such letter Section 2 of the IF Engagement Letter prudently and for the exclusive benefit and in the sole interest of the Plan Plans and the Plan Participants their participants and Plan Beneficiariesbeneficiaries. The Independent Fiduciary has accepted appointment as independent fiduciary of the authority and responsibility Plans to (i) determine whether be the Transaction sole fiduciary responsible for selecting one or more insurers to provide annuities in accordance and compliance with the purchase of the Group Annuity Contract satisfy ERISA and applicable guidance, including Interpretive Bulletin 95-1Requirements, (ii) determine whether the Transactions and the Group Annuity Contracts satisfy ERISA, (iii) represent the interests of the Plans and their participants and beneficiaries in connection with the negotiation of a commitment agreement and the terms of any agreements with Insurer, including the Group Annuity Contracts and the Annuity Certificates, (iv) direct the Plan Trustee on behalf of the Plans to transfer the Transferred Assets, the Closing Date Cash Amount and any post-Closing cash payments that are payable by Plan Trustee on behalf of the Plans in connection with the Transaction, consummation of the Transactions and pay any amounts payable to Insurer under Section 3 of the Group Annuity Contracts and (iiiv) take all other actions on behalf of the Plans necessary to effectuate the foregoing, including to perform the covenants and agreements and make the representations and warranties set forth in this Agreement and the IF Engagement Letter, to the extent they are to be performed or made by the Independent Fiduciary.

Due Organization, Good Standing and Corporate Power. (a) The Independent Fiduciary is a trust company validly existing and in good standing under the authority Laws of the Office Commonwealth of the Comptroller of the CurrencyMassachusetts. The Independent Fiduciary NAI-1500837614v2 has all requisite power and authority to enter into and carry out its obligations under this Agreement and the Ancillary Agreements to consummate the transactions contemplated to be undertaken by the Independent Fiduciary hereinherein and therein. The Independent Fiduciary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its representation of the Plan makes such qualification or licensing necessary, except in such jurisdictions where the failure to be in good standing or so qualified or licensed is not material. (b) The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Agreement and the Ancillary Agreements (to the extent a party thereto) Transactions is acting as, an investment manager under section ERISA § 3(38) of ERISA and a QPAM under PTCE 84-14 with respect to the transactions contemplated by this Agreement Transactions and the Group Annuity Contract. The Independent Fiduciary is experienced in independent fiduciary work, and together with its reliance on its consultant, Aon Xxxxxx Investment Consulting, Inc., Inc. and its counsel, Xxxxxxxxxx, Xxxxxxxx and Xxxxxxxx, K&L Gates LLP, the Independent Fiduciary is knowledgeable concerning the large scale group annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer issuing the Group Annuity Contract and to perform its obligations under this Agreement, the other Ancillary Agreements (to the extent a party thereto) Agreement and the IF Engagement Letter. The Independent Fiduciary was designated a accepted its designation as the sole fiduciary of the Plan by with authority to select the Fiduciary Committee with respect insurer or insurers to the purchase of issue one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with the fees to be paid to the Independent Fiduciary redacted therefrom), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letter. The Independent Fiduciary has provided and will continue to provide the services described in Section 2 of such letter prudently and for the exclusive benefit and in the sole interest of the Plan and the Plan Participants its participants and Plan Beneficiariesbeneficiaries. The Independent Fiduciary has accepted appointment as independent fiduciary of the authority and responsibility Plan to (i) be the sole fiduciary responsible for selecting one or more insurers to provide annuities in accordance and compliance with the ERISA Requirements, (ii) determine whether the Transaction Transactions and the purchase of -29- the Group Annuity Contract satisfy ERISA ERISA, (iii) represent the interests of the Plan and applicable guidanceits participants and beneficiaries in connection with the negotiation of a commitment agreement and the terms of any agreements with the Insurer, including Interpretive Bulletin 95-1the Group Annuity Contract and the Annuity Certificates (other than solely the description of the benefit forms in Sections 2.2(i) through 2.2(viii) of the Group Annuity Contract, which the Independent Fiduciary acknowledges and agrees is not the responsibility of the Insurer or any of the Insurer’s Affiliates, provided, however, that the language immediately preceding this proviso in this parenthetical shall not be construed to modify the Insurer’s obligations with respect to Section 2.5 of the Group Annuity Contract), (iiiv) direct the Plan Trustee on behalf of the Plan to transfer the Transferred Assets, the Cash Payment Amount and any post-Closing cash payments that are payable by the Plan Trustee in connection with the Transaction, consummation of the Transactions and (iiiv) take all other actions on behalf of the Plan necessary to effectuate the foregoing, including to perform the covenants and agreements and make the representations and warranties set forth in this Agreement and the IF Engagement Letter, to the extent they are to be performed or made by the Independent Fiduciary.

Due Organization, Good Standing and Corporate Power. (a) The Independent Fiduciary is a Massachusetts trust company duly organized, validly existing and in good standing under the authority Laws of the Office Commonwealth of the Comptroller of the CurrencyMassachusetts. The Independent Fiduciary NAI-1500837614v2 has all requisite power and authority to enter into and carry out its obligations under this Agreement and the Ancillary Agreements (to the extent a party thereto) to which it is, or will be at Closing, a party and to direct the Plan Trustee to consummate the transactions contemplated to be undertaken by on behalf of the Independent Fiduciary hereinPlan trust. The Independent Fiduciary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which its representation of the Plan makes such qualification or licensing necessary, except in such jurisdictions where the failure to be or in good standing or so qualified or licensed is not material. (b) The Independent Fiduciary meets the requirements of, and in the transactions contemplated by this Agreement and the Ancillary Agreements (to the extent a party thereto) is acting as, an investment manager under section ERISA § 3(38) of ERISA and a QPAM under PTCE 84-14 with respect to the transactions contemplated by this Agreement and the Group Annuity Contract14. The Independent Fiduciary is experienced in independent fiduciary work, and together with its reliance on its consultant, Aon Xxxxxx Investment Consulting, Inc., consultant Olivxx Xxxxx Xxx. and its counsel, Xxxxxxxxxx, Xxxxxxxx and XxxxxxxxK&L Gates, LLP, the Independent Fiduciary is knowledgeable concerning the large scale group annuity marketplace and reasonably believes that it has the requisite expertise to select the Insurer issuing of the Group Annuity Contract and to perform its obligations under this Agreement, the other Ancillary Agreements (to the extent a party thereto) and the IF Engagement Letter. The Independent Fiduciary was designated a fiduciary of the Plan by the Fiduciary Annuity Committee with respect to the purchase of one or more group annuity contracts in the IF Engagement Letter (a true and correct copy of which has been provided to the Insurer, with other than the attachment thereto regarding the fees to be paid to the Independent Fiduciary redacted therefromFiduciary), and the Independent Fiduciary reaffirms its fiduciary status as set forth in such letter. The Independent Fiduciary ; and has provided and will continue to provide the services described in Exhibit A of such letter prudently and for the exclusive benefit and solely in the sole interest of the Plan and the Plan Participants and Plan Beneficiaries. The Independent Fiduciary has the authority and responsibility to (i) determine whether the Transaction and the purchase of the Group Annuity Contract satisfy satisfies ERISA and applicable guidance, including Interpretive Interpretative Bulletin 95-1, (ii) direct the Plan Trustee on behalf of the Plan in connection with the transfer of the Transferred Assets in connection with the consummation of the Transaction, (iii) direct the Plan Trustee on behalf of the Plan in connection with the execution of the Group Annuity Contract and the amendments thereto contemplated by this Agreement, and (iiiiv) perform the covenants and agreements and make the representations and warranties set forth in this Agreement Agreement, the Ancillary Agreements (to the extent a party thereto) and the IF Engagement Letter, to the extent they are Letter to be performed or made by the Independent Fiduciary.