Common use of ERISA Related Determinations Clause in Contracts

ERISA Related Determinations. (a) The Independent Fiduciary is fully qualified to serve as an independent fiduciary in connection with the Transactions, and any Ancillary Agreements (to the extent a party to), and it is independent of the Company and the Insurer. The annual revenues of the Independent Fiduciary and its Affiliates received in 2014 from each of (i) the Company and its Affiliates, and (ii) the Insurer and its Affiliates, were less than one percent of the total annual revenues of the Independent Fiduciary and its Affiliates in that year and the annual revenues of the Independent Fiduciary and its Affiliates projected to be received in 2015 from each of (x) the Company and its Affiliates, and (y) the Insurer and its Affiliates, are less than one percent of the total projected annual revenues of the Independent Fiduciary and its Affiliates for 2015. Commercially reasonable ethical walls have been erected between the personnel working on the Transactions and the personnel working on other matters involving the Company, the Insurer, or any of either’s Affiliates, and each such Person has ensured that its consultant has done the same. (b) The Independent Fiduciary has selected the Insurer to issue the Group Annuity Contract as set forth in this Agreement and such selection, and the Transactions, and any Ancillary Agreements, and the Group Annuity Contract (including its terms), each satisfies the ERISA Requirements. The Independent Fiduciary has delivered a certification confirming the foregoing, executed by a duly authorized officer of the Independent Fiduciary, to the Annuity Committee. (c) If (i) an Independent Fiduciary MAC has not occurred between the Signing Date and the Closing Date or, if an Independent Fiduciary MAC has occurred, it is not continuing on the Closing Date, and (ii) the officers’ certificates contemplated by Sections 2.03(b) and 2.03(c) are delivered to the Independent Fiduciary, the selection of the Insurer to provide the Group Annuity Contract, the terms of the Group Annuity Contract, and the Plan’s use of assets for the purchase of the Group Annuity Contract as contemplated hereby will continue to satisfy the ERISA Requirements as of the Closing Date. (d) The Transactions and the purchase of the Group Annuity Contract do not result in a Non-Exempt Prohibited Transaction.

ERISA Related Determinations. (a) The Independent Fiduciary is fully qualified to serve as an independent fiduciary in connection with the Transactions, Transactions and any Ancillary Agreements (to the extent a party toparty), and it is independent of the Company and the Insurer. The annual revenues of the Independent Fiduciary and its Affiliates received in 2014 from each of (i) the Company and its Affiliateshas ensured that AonHewitt Investment Consulting, and (ii) the Insurer and its Affiliates, were less than one percent of the total annual revenues of the Independent Fiduciary and its Affiliates in that year and the annual revenues of the Independent Fiduciary and its Affiliates projected to be received in 2015 from each of (x) the Company and its Affiliates, and (y) the Insurer and its Affiliates, are less than one percent of the total projected annual revenues of the Independent Fiduciary and its Affiliates for 2015. Commercially Inc. has established commercially reasonable ethical walls have been erected between the personnel working on the Transactions and the personnel working on other matters involving the Company, the Insurer, Insurer or any of either’s Affiliates, and each such Person has ensured that its consultant has done the same. (b) The Independent Fiduciary has selected the Insurer to issue the Group Annuity Contract Contracts as set forth in this Agreement and such selection, and the Transactions, and any Ancillary Agreements, Agreements and the Group Annuity Contract Contracts (including its their terms), ) each satisfies the ERISA Requirements, subject to Section 4.4(c). The Independent Fiduciary has delivered a certification confirming the foregoing, executed by a duly authorized officer of the Independent Fiduciary, to the Annuity Committee. (c) If (i) an Independent Fiduciary MAC has not occurred between the Signing Date and the Closing Date orDate, if or an Independent Fiduciary MAC has occurred, but it is not continuing on the Closing Date, and (ii) the officers’ certificates contemplated by Sections 2.03(b2.3(b) and 2.03(c2.3(c) are delivered to the Independent Fiduciary, the selection of the Insurer to provide the Group Annuity ContractContracts, the terms of the Group Annuity Contract, Contracts and the Plan’s Plans’ use of assets for the purchase of the Group Annuity Contract Contracts as contemplated hereby by this Agreement will continue to satisfy the ERISA Requirements as of the Closing Date. (d) The Transactions and the purchase of the Group Annuity Contract Contracts do not result in a Non-Exempt Prohibited Transaction. (e) Sections 4.4(b), 4.4(c) and 4.4(d) assume that the representations in Sections 3.5 and 5.11 and the first sentence in Section 5.12 are true and correct in all material respects as of the Closing Date. (f) The Plan Trust (i) will receive no less than adequate consideration for the Transferred Assets that it transfers in connection with the Transactions and (ii) will pay no more than adequate consideration for the Group Annuity Contracts, in each case within the meaning of “adequate consideration” under ERISA § 408(b)(17)(B) and Code § 4975(f)(10).

ERISA Related Determinations. (a) The Independent Fiduciary is fully qualified to serve as an independent fiduciary in connection with the Transactions, and any Ancillary Agreements (to the extent a party to), and it is independent of the Company and the Insurer. The annual revenues of the Independent Fiduciary and its Affiliates received in 2014 from each of (i) the Company and its Affiliates, and (ii) the Insurer and its Affiliates, were less than one percent of the total annual revenues of the Independent Fiduciary and its Affiliates in that year and the annual revenues of the Independent Fiduciary and its Affiliates projected to be received in 2015 from each of (x) the Company and its Affiliates, and (y) the Insurer and its Affiliates, are less than one percent of the total projected annual revenues of the Independent Fiduciary and its Affiliates for 2015. Commercially reasonable ethical walls have been erected between the personnel working on the Transactions and the personnel working on other matters involving the Company, the Insurer, or any of either’s Affiliates, and each such Person has ensured that its consultant has done the same. (b) The Independent Fiduciary has selected the Insurer to issue the Group Annuity Contract as set forth in this Agreement and such selection, and the Transactions, and any Ancillary Agreements, and the Group Annuity Contract (including its terms), each satisfies the ERISA Requirements. The Independent Fiduciary has delivered a certification confirming the foregoing, executed by a duly authorized officer of the Independent Fiduciary, to the Annuity Committee. (c) If (i) an Independent Fiduciary MAC has not occurred between the Signing Date and the Closing Date or, if an Independent Fiduciary MAC has occurred, it is not continuing on the Closing Date, and (ii) the officers’ certificates contemplated by Sections 2.03(b) and 2.03(c) are delivered to the Independent Fiduciary, the selection of the Insurer to provide the Group Annuity Contract, the terms of the Group Annuity Contract, and the Plan’s use of assets for the purchase of the Group Annuity Contract as contemplated hereby will continue to satisfy the ERISA Requirements as of the Closing Date. (d) The Transactions and the purchase of the Group Annuity Contract do not result in a Non-Exempt Prohibited Transaction. (e) Section 4.04(d) assumes that the representations set forth in Sections 3.05 and 5.11 and the first sentence in Section 5.12, are true and correct in all material respects as of the Closing Date. (f) The Plan Trust (i) will receive no less than “adequate consideration” for the Transferred Assets that it transfers in connection with the Transactions and (ii) will pay no more than “adequate consideration” for the Group Annuity Contract, in each case within the meaning of “adequate consideration” under Section 408(b)(17)(B) of ERISA and Section 4975(f)(10) of the Code.

ERISA Related Determinations. (a) The Independent Fiduciary is fully qualified to serve as an independent fiduciary in connection with the Transactions, and any Ancillary Agreements (to the extent a party to), and it is independent of the Company and the Insurer. The annual revenues of the Independent Fiduciary and its Affiliates received in 2014 from each of (i) the Company and its Affiliates, and (ii) the Insurer and its Affiliates, -30- were less than one percent of the total annual revenues of the Independent Fiduciary and its Affiliates in that year and the annual revenues of the Independent Fiduciary and its Affiliates projected to be received in 2015 from each of (x) the Company and its Affiliates, and (y) the Insurer and its Affiliates, are less than one percent of the total projected annual revenues of the Independent Fiduciary and its Affiliates for 2015. Commercially reasonable ethical walls have been erected between the personnel working on the Transactions and the personnel working on other matters involving the Company, the Insurer, or any of either’s Affiliates, and each such Person has ensured that its consultant has done the same. (b) The Independent Fiduciary has selected the Insurer to issue the Group Annuity Contract as set forth in this Agreement and such selection, and the Transactions, and any Ancillary Agreements, and the Group Annuity Contract (including its terms), each satisfies the ERISA Requirements. The Independent Fiduciary has delivered a certification confirming the foregoing, executed by a duly authorized officer of the Independent Fiduciary, to the Annuity Committee. (c) If (i) an Independent Fiduciary MAC has not occurred between the Signing Date and the Closing Date or, if an Independent Fiduciary MAC has occurred, it is not continuing on the Closing Date, and (ii) the officers’ certificates contemplated by Sections 2.03(b) and 2.03(c) are delivered to the Independent Fiduciary, the selection of the Insurer to provide the Group Annuity Contract, the terms of the Group Annuity Contract, and the Plan’s use of assets for the purchase of the Group Annuity Contract as contemplated hereby will continue to satisfy the ERISA Requirements as of the Closing Date. (d) The Transactions and the purchase of the Group Annuity Contract do not result in a Non-Exempt Prohibited Transaction. (e) Section 4.04(d) assumes that the representations set forth in Sections 3.05 and 5.11 and the first sentence in Section 5.12, are true and correct in all material respects as of the Closing Date. (f) The Plan Trust (i) will receive no less than “adequate consideration” for the Transferred Assets that it transfers in connection with the Transactions and (ii) will pay no more than “adequate consideration” for the Group Annuity Contract, in each case within the meaning of “adequate consideration” under Section 408(b)(17)(B) of ERISA and Section 4975(f)(10) of the Code.

ERISA Related Determinations. (a) The Independent Fiduciary is fully qualified to serve as an independent fiduciary in connection with the Transactions, and any Ancillary Agreements (to the extent a party to), and it is independent of the Company and the Insurer. The annual revenues of the Independent Fiduciary and its Affiliates received in 2014 from each of (i) the Company and its Affiliates, and (ii) the Insurer and its Affiliates, were less than one percent of the total annual revenues of the Independent Fiduciary and its Affiliates in that year and the annual revenues of the Independent Fiduciary and its Affiliates projected to be received in 2015 from each of (x) the Company and its Affiliates, and (y) the Insurer and its Affiliates, are less than one - 28 – ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** percent of the total projected annual revenues of the Independent Fiduciary and its Affiliates for 2015. Commercially reasonable ethical walls have been erected between the personnel working on the Transactions and the personnel working on other matters involving the Company, the Insurer, or any of either’s Affiliates, and each such Person has ensured that its consultant has done the same. (b) The Independent Fiduciary has selected the Insurer to issue the Group Annuity Contract as set forth in this Agreement and such selection, and the Transactions, and any Ancillary Agreements, and the Group Annuity Contract (including its terms), each satisfies the ERISA Requirements. The Independent Fiduciary has delivered a certification confirming the foregoing, executed by a duly authorized officer of the Independent Fiduciary, to the Annuity Committee. (c) If (i) an Independent Fiduciary MAC has not occurred between the Signing Date and the Closing Date or, if an Independent Fiduciary MAC has occurred, it is not continuing on the Closing Date, and (ii) the officers’ certificates contemplated by Sections 2.03(b) and 2.03(c) are delivered to the Independent Fiduciary, the selection of the Insurer to provide the Group Annuity Contract, the terms of the Group Annuity Contract, and the Plan’s use of assets for the purchase of the Group Annuity Contract as contemplated hereby will continue to satisfy the ERISA Requirements as of the Closing Date. (d) The Transactions and the purchase of the Group Annuity Contract do not result in a Non-Exempt Prohibited Transaction.

ERISA Related Determinations. (a) The Independent Fiduciary is fully qualified to serve as an independent fiduciary in connection with the Transactions, Transactions and any Ancillary Agreements (to the extent that Independent Fiduciary is a party tothereto), and it is independent of the Company and the Insurer. The annual revenues of the Independent Fiduciary and its Affiliates received in 2014 from each of (i) the Company and its Affiliateshas ensured that AonHewitt Investment Consulting, and (ii) the Insurer and its Affiliates, were less than one percent of the total annual revenues of the Independent Fiduciary and its Affiliates in that year and the annual revenues of the Independent Fiduciary and its Affiliates projected to be received in 2015 from each of (x) the Company and its Affiliates, and (y) the Insurer and its Affiliates, are less than one percent of the total projected annual revenues of the Independent Fiduciary and its Affiliates for 2015. Commercially Inc. has established commercially reasonable ethical walls have been erected between the personnel working on the Transactions and the personnel working on other matters involving the Company, the Insurer, Insurer or any of either’s Affiliates, and each such Person has ensured that its consultant has done the same. (b) The Independent Fiduciary has selected the Insurer to issue the Group Annuity Contract as set forth in this Agreement and such selection, and the Transactions, and any Ancillary Agreements, Agreements and the Group Annuity Contract (including its terms), ) each satisfies the ERISA Requirements, subject to Section 4.4(c). The Independent Fiduciary has delivered a certification confirming the foregoing, executed by a duly authorized officer of the Independent Fiduciary, to the Annuity Committee. (c) If (i) an Independent Fiduciary MAC has not occurred between the Signing Date and the Closing Date orDate, if or an Independent Fiduciary MAC has occurred, but it is not continuing on the Closing Date, and (ii) the officers’ certificates contemplated by Sections 2.03(b2.3(b) and 2.03(c2.3(c) are delivered to the Independent Fiduciary, the selection of the Insurer to provide the Group Annuity Contract, the terms of the Group Annuity Contract, Contract and the Plan’s Plans’ use of assets for the purchase of the Group Annuity Contract as contemplated hereby by this Agreement will continue to satisfy the ERISA Requirements as of the Closing Date. (d) The Transactions and the purchase of the Group Annuity Contract do not result in a Non-Exempt Prohibited Transaction. (e) Sections 4.4(b), 4.4(c) and 4.4(d) assume that the representations in Sections 3.5 and 5.11 and the first sentence in Section 5.12 are true and correct in all material respects as of the Closing Date. (f) The Plan Trust (i) will receive no less than adequate consideration for the Transferred Assets that it transfers in connection with the Transactions and (ii) will pay no more than adequate consideration for the Group Annuity Contract, in each case within the meaning of “adequate consideration” under ERISA § 408(b)(17)(B) and Code § 4975(f)(10).