Common use of Transfer of Assets to Spinco Pension Trust Clause in Contracts

Transfer of Assets to Spinco Pension Trust. (i) As soon as practicable and no more than thirty (30) days after the Effective Time, Parent shall cause to be transferred from the trust established under the Parent Qualified Pension Plan (the “Parent Trust”) to a trust established in respect of the SpinCo Qualified Pension Plan (the “SpinCo Trust”), an initial amount of assets (the “Initial Asset Transfer”). The amount of the Initial Asset Transfer shall be equal to 90% of the amount the enrolled actuary for the Parent Qualified Pension Plan determines in good faith to be the Pension Plan Asset Transfer Amount. The amount determined under the preceding sentence shall accrue interest for the period commencing as of the date on which the Effective Time falls and ending on the date the Initial Asset Transfer is received by the SpinCo Trust, at a rate equal to the discount rate that would apply for purposes of the Actuarial Assumptions as of such date. (ii) As soon as practicable and no more than ten (10) days after the final calculation and certification of the Pension Plan Asset Transfer Amount, Parent will cause the Parent Trust to transfer to the SpinCo Trust assets in an amount equal to the Pension Plan Asset Transfer Amount with respect to the Parent Qualified Pension Plan less the sum of (A) the Initial Asset Transfer, and (B) the aggregate amount of any benefit payments (the “Benefit Payments”), if any, made by the Parent Qualified Pension Plan in respect of Transferred Employees from and after the Interim Transfer Date and prior to the time of transfer (the “Final Asset Transfer”). The amount determined under the preceding sentence shall accrue interest on the applicable amount from the Interim Transfer Date determined in the manner described in Section 5.2(d)(i) above. If the sum of the Initial Asset Transfer plus the Benefit Payments exceeds the Pension Plan Asset Transfer Amount, then the SpinCo Trust shall return such excess, which shall accrue interest determined in the manner described above from the date of the Initial Asset Transfer or the date of the Benefit Payment, as applicable, to the date of return, to the Parent Trust relating to the Parent Qualified Pension Plan. (iii) Except as may be mutually agreed by the Parties, the Initial Asset Transfer and the Final Asset Transfer shall be made entirely in cash.

Transfer of Assets to Spinco Pension Trust. (i) As soon as practicable and no more than thirty ten (3010) (or, with respect to any Verizon Pension Plan in respect of which a Section 4044 allocation may be required, sixty (60)) days after and effective as of the Effective TimeDistribution Date, Parent Verizon shall cause to be transferred from the master trust established under the Parent Qualified Verizon Pension Plan Plans (the “Parent Verizon Trust”) to a master trust established in respect of the SpinCo Qualified Spinco Pension Plans other than the Spinco Excess Pension Plan (the “SpinCo Spinco Trust”), an initial amount of assets (the “Initial Asset Transfer”). The amount of the Initial Asset Transfer shall be equal to 9080% of the amount the enrolled actuary for the Parent Qualified Pension such Verizon Plan determines in good faith to be the approximate Pension Plan Asset Transfer Amount. The amount determined under the preceding sentence shall accrue interest for the period commencing as of the date on which the Effective Time falls and ending on the date the Initial Asset Transfer is received by the SpinCo Trust, at a rate equal to the discount rate that would apply for purposes of the Actuarial Assumptions as of such date. (ii) As soon as practicable and no more than ten (10) days after the final calculation and certification of the each Verizon Plan’s Pension Plan Asset Transfer AmountAmount pursuant to Section 5.2(b), Parent if such amount exceeds the Initial Asset Transfer plus the Benefit Payments (as described below), Verizon will cause the Parent applicable Verizon Trust to transfer to the SpinCo Spinco Trust (the “Final Asset Transfer”) assets in an amount equal to the Pension Plan Asset Transfer Amount with respect to the Parent Qualified each Verizon Pension Plan less the sum of (A) the Initial Asset Transfer, Transfer and (B) the aggregate amount of any benefit payments (the “Benefit Payments”), if any, ) made by the Parent Qualified applicable Verizon Pension Plan in respect of Transferred Spinco Employees from and after the Interim Transfer Date and prior to the time of transfer (the “Final Asset Transfer”)Distribution Date. The amount determined under the preceding sentence shall accrue interest be increased or decreased, as the case may be, by the investment return on the applicable amount from the Interim Transfer Date determined in accordance with the manner described in Section 5.2(d)(iletter of direction agreed to by the Parties and attached hereto as Schedule 5.2(c)(ii) above(the “Letter of Direction”). If the sum of the Initial Asset Transfer plus the Benefit Payments exceeds the Pension Plan Asset Transfer AmountAmount for a Spinco Pension Plan, then the SpinCo portion of the Spinco Trust relating to such plan shall return such excess, which shall accrue interest increased or decreased by the investment return determined in accordance with the manner described above Letter of Direction from the date of the Initial Asset Transfer (or the date of the Benefit Payment, as applicable, the case may be) to the date of return, to the Parent portion of the Verizon Trust relating to the Parent Qualified corresponding Verizon Pension Plan. (iii) Except The applicable investment return under subsection (c)(ii) above and the identification of the types of assets (cash and/or in kind assets) to be transferred from the Verizon Trust to the Spinco Trust in either the Initial Asset Transfer or the Final Asset Transfer shall be determined in accordance with the Letter of Direction, as the same may be mutually agreed amended by mutual agreement of Verizon and Frontier prior to the Parties, date of such Final Asset Transfer. Verizon and Frontier shall cooperate in determining what assets are transferred in kind (if any) as part of the Initial Asset Transfer and the Final Asset Transfer and Verizon shall not transfer any asset in kind which Frontier reasonably determines is not readily tradable or capable of being valued on a substantial and established market (except as otherwise agreed by the Parties). (iv) For the avoidance of doubt, the calculation and the potential payment of the Differential shall not be taken into account in determining the Initial Asset Transfer and the Final Asset Transfer. The Differential shall be made entirely calculated as soon as administratively practicable and no later than twenty (20) days following the determination of the Final Asset Transfer and shall be paid no later than ten (10) days following such calculation. (v) Unless Verizon shall otherwise agree in cashwriting, under no circumstances shall Verizon or any Verizon Pension Plan be obligated, whether under this Agreement or otherwise, to transfer any additional amounts to Frontier or any Spinco Pension Plans or any other Person or Governmental Authority in respect of the Liabilities transferred to the Spinco Pension Plans pursuant to Section 5.2(a), including, but not limited to, any circumstance under which any Person or Governmental Authority states a claim to any portion or all of any Pension Plan Asset Transfer Amount.

Transfer of Assets to Spinco Pension Trust. (i) As soon as practicable and no more than thirty ten (3010) (or, with respect to any Verizon Pension Plan in respect of which a Section 4044 allocation may be required, sixty (60)) days after and effective as of the Effective TimeDistribution Date, Parent Verizon shall cause to be transferred from the master trust established under the Parent Qualified Verizon Pension Plan Plans (the “Parent Verizon Trust”) to a master trust established in respect of the SpinCo Qualified Spinco Pension Plans other than the Spinco Excess Pension Plan (the “SpinCo Spinco Trust”), an initial amount of assets (the “Initial Asset Transfer”). The amount of the Initial Asset Transfer shall be equal to 9080% of the amount the enrolled actuary for the Parent Qualified Pension such Verizon Plan determines in good faith to be the approximate Pension Plan Asset Transfer Amount. The amount determined under the preceding sentence shall accrue interest for the period commencing as of the date on which the Effective Time falls and ending on the date the Initial Asset Transfer is received by the SpinCo Trust, at a rate equal to the discount rate that would apply for purposes of the Actuarial Assumptions as of such date. (ii) As soon as practicable and no more than ten (10) days after the final calculation and certification of the each Verizon Plan’s Pension Plan Asset Transfer AmountAmount pursuant to Section 5.2(b), Parent if such amount exceeds the Initial Asset Transfer plus the Benefit Payments (as described below), Verizon will cause the Parent applicable Verizon Trust to transfer to the SpinCo Spinco Trust (the “Final Asset Transfer”) assets in an amount equal to the Pension Plan Asset Transfer Amount with respect to the Parent Qualified each Verizon Pension Plan less the sum of (A) the Initial Asset Transfer, Transfer and (B) the aggregate amount of any benefit payments (the “Benefit Payments”), if any, ) made by the Parent Qualified applicable Verizon Pension Plan in respect of Transferred Spinco Employees from and after the Interim Transfer Date and prior to the time of transfer (the “Final Asset Transfer”)Distribution Date. The amount determined under the preceding sentence shall accrue interest be increased or decreased, as the case may be, by the investment return on the applicable amount from the Interim Transfer Date determined in accordance with the manner described in Section 5.2(d)(iletter of direction agreed to by the Parties and attached hereto as Schedule 5.2(c)(ii) above(the “Letter of Direction”). If the sum of the Initial Asset Transfer plus the Benefit Payments exceeds the Pension Plan Asset Transfer AmountAmount for a Spinco Pension Plan, then the SpinCo portion of the Spinco Trust relating to such plan shall return such excess, which shall accrue interest increased or decreased by the investment return determined in accordance with the manner described above Letter of Direction from the date of the Initial Asset Transfer (or the date of the Benefit Payment, as applicable, the case may be) to the date of return, to the Parent portion of the Verizon Trust relating to the Parent Qualified corresponding Verizon Pension Plan. (iii) Except as may be mutually agreed by the Parties, the Initial Asset Transfer and the Final Asset Transfer shall be made entirely in cash.

Transfer of Assets to Spinco Pension Trust. (i) As soon as practicable after and no more than thirty (30) days after effective as of the Effective TimeDistribution Date, Parent Verizon shall cause to be transferred from the master trust established under the Parent Qualified Verizon Pension Plan Plans (the “Parent Verizon Trust”) to a master trust established in respect of the SpinCo Qualified Spinco Pension Plan Plans (the “SpinCo Spinco Trust”), an initial amount of assets (the “Initial Asset Transfer”). The amount of the Initial Asset Transfer shall be equal to 9080% of the amount the enrolled actuary for the Parent Qualified Pension such Verizon Plan determines in good faith to be the approximate Pension Plan Asset Transfer Amount. The amount determined under the preceding sentence shall accrue interest for the period commencing Amount as of the date on which the Effective Time falls and ending on the date of the Initial Asset Transfer is received by the SpinCo Trust, at a rate equal to the discount rate that would apply for purposes of the Actuarial Assumptions as of such dateTransfer. (ii) As soon as practicable and no more than ten (10) days after the final calculation and certification of the each Spinco Plan’s Pension Plan Asset Transfer AmountAmount pursuant to Section 6.2(b), Parent if such amount exceeds the Initial Asset Transfer, Verizon will cause the Parent applicable Verizon Trust to transfer to the SpinCo Spinco Trust (the “Final Asset Transfer”) assets in an amount equal to the Pension Plan Asset Transfer Amount with respect to the Parent Qualified each Spinco Pension Plan less the sum of (A) the Initial Asset Transfer, Transfer and (B) the aggregate amount of any benefit payments (the “Benefit Payments”), if any, ) made by the Parent Qualified Verizon Pension Plan in respect of Transferred FairPoint Employees from and after the Interim Transfer Date and prior to the time of transfer (the “Final Asset Transfer”)Distribution Date. The amount determined under the preceding sentence shall accrue interest be increased or decreased, as the case may be, by the investment return on the applicable amount from the Interim Transfer Date determined in accordance with the manner described in Section 5.2(d)(i) aboveletter of direction agreed to by the Parties prior to the Effective Time (the “Letter of Direction”). If the sum of the Initial Asset Transfer plus the Benefit Payments exceeds the Pension Plan Asset Transfer AmountAmount for a Spinco Pension Plan, then the SpinCo portion of the Spinco Trust relating to such plan shall return such excess, which shall accrue interest increased or decreased by the investment return determined in accordance with the manner described above Letter of Direction from the date of the Initial Asset Transfer (or the date of the Benefit Payment, as applicable, the case may be) to the date of return, to the Parent portion of the Verizon Trust relating to the Parent Qualified corresponding Verizon Pension Plan. (iii) Except The applicable investment return under subsection (c)(ii) above and the identification of the types of assets (cash and/or in kind assets) to be transferred from the Verizon Trust to the Spinco Trust in either the Initial Asset Transfer or the Final Asset Transfer shall be determined in accordance with the Letter of Direction, as the same may be mutually agreed amended by mutual agreement of Verizon and FairPoint prior to the Parties, date of such Final Assets Transfer. Verizon and FairPoint shall cooperate in determining what assets are transferred in kind as part of the Initial Asset Transfer and the Final Asset Transferand Verizon shall not transfer any asset in kind which FairPoint reasonably determines is not readily tradable or capable of being valued on a substantial and established market (except as otherwise agreed by the Parties). (iv) Under no circumstances shall Verizon or any Verizon Pension Plan be liable to transfer any additional amounts to FairPoint or any Spinco Pension Plan or any other Person or Governmental Authority in respect of the Liabilities transferred to the Spinco Pension Plans pursuant to Section 5.2(a), including, but not limited to, any circumstance under which any Person or Governmental Authority states a claim to any portion or all of any Pension Plan Asset Transfer Amount. To the extent Verizon voluntarily transfers any additional amounts to FairPoint or any Spinco Pension Plan, FairPoint shall not be made entirely in cashresponsible for reimbursing Verizon for such additional voluntary transfers.

Transfer of Assets to Spinco Pension Trust. (i) As soon as practicable after and no more than thirty (30) days after effective as of the Effective TimeDistribution Date, Parent Verizon shall cause to be transferred from the master trust established under the Parent Qualified Verizon Pension Plan Plans (the “Parent "Verizon Trust”") to a master trust established in respect of the SpinCo Qualified Spinco Pension Plan Plans (the “SpinCo "Spinco Trust”"), an initial amount of assets (the “"Initial Asset Transfer”"). The amount of the Initial Asset Transfer shall be equal to 9080% of the amount the enrolled actuary for the Parent Qualified Pension such Verizon Plan determines in good faith to be the approximate Pension Plan Asset Transfer Amount. The amount determined under the preceding sentence shall accrue interest for the period commencing Amount as of the date on which the Effective Time falls and ending on the date of the Initial Asset Transfer is received by the SpinCo Trust, at a rate equal to the discount rate that would apply for purposes of the Actuarial Assumptions as of such dateTransfer. (ii) As soon as practicable and no more than ten (10) days after the final calculation and certification of the each Spinco Plan's Pension Plan Asset Transfer AmountAmount pursuant to Section 6.2(b), Parent if such amount exceeds the Initial Asset Transfer, Verizon will cause the Parent applicable Verizon Trust to transfer to the SpinCo Spinco Trust (the "Final Asset Transfer") assets in an amount equal to the Pension Plan Asset Transfer Amount with respect to the Parent Qualified each Spinco Pension Plan less the sum of (A) the Initial Asset Transfer, Transfer and (B) the aggregate amount of any benefit payments (the “"Benefit Payments”), if any, ") made by the Parent Qualified Verizon Pension Plan in respect of Transferred FairPoint Employees from and after the Interim Transfer Date and prior to the time of transfer (the “Final Asset Transfer”)Distribution Date. The amount determined under the preceding sentence shall accrue interest be increased or decreased, as the case may be, by the investment return on the applicable amount from the Interim Transfer Date determined in accordance with the manner described in Section 5.2(d)(i) aboveletter of direction agreed to by the Parties prior to the Effective Time (the "Letter of Direction"). If the sum of the Initial Asset Transfer plus the Benefit Payments exceeds the Pension Plan Asset Transfer AmountAmount for a Spinco Pension Plan, then the SpinCo portion of the Spinco Trust relating to such plan shall return such excess, which shall accrue interest increased or decreased by the investment return determined in accordance with the manner described above Letter of Direction from the date of the Initial Asset Transfer (or the date of the Benefit Payment, as applicable, the case may be) to the date of return, to the Parent portion of the Verizon Trust relating to the Parent Qualified corresponding Verizon Pension Plan. (iii) Except The applicable investment return under subsection (c)(ii) above and the identification of the types of assets (cash and/or in kind assets) to be transferred from the Verizon Trust to the Spinco Trust in either the Initial Asset Transfer or the Final Asset Transfer shall be determined in accordance with the Letter of Direction, as the same may be mutually agreed amended by mutual agreement of Verizon and FairPoint prior to the Parties, date of such Final Assets Transfer. Verizon and FairPoint shall cooperate in determining what assets are transferred in kind as part of the Initial Asset Transfer and the Final Asset Transfer and Verizon shall not transfer any asset in kind which FairPoint reasonably determines is not readily tradable or capable of being valued on a substantial and established market (except as otherwise agreed by the Parties). (iv) Under no circumstances shall Verizon or any Verizon Pension Plan be made entirely liable to transfer any additional amounts to FairPoint or any Spinco Pension Plan or any other Person or Governmental Authority in cashrespect of the Liabilities transferred to the Spinco Pension Plans pursuant to Section 5.2(a), including, but not limited to, any circumstance under which any Person or Governmental Authority states a claim to any portion or all of any Pension Plan Asset Transfer Amount. To the extent Verizon voluntarily transfers any additional amounts to FairPoint or any Spinco Pension Plan, FairPoint shall not be responsible for reimbursing Verizon for such additional voluntary transfers.

Transfer of Assets to Spinco Pension Trust. (i) As soon as practicable after and no more than thirty (30) days after effective as of the Effective TimeDistribution Date, Parent Verizon shall cause to be transferred from the master trust established under the Parent Qualified Verizon Pension Plan Plans (the “Parent Verizon Trust”) to a master trust established in respect of the SpinCo Qualified Spinco Pension Plan Plans (the “SpinCo Spinco Trust”), an initial amount of assets (the “Initial Asset Transfer”). The amount of the Initial Asset Transfer shall be equal to 9080% of the amount the enrolled actuary for the Parent Qualified Pension such Verizon Plan determines in good faith to be the approximate Pension Plan Asset Transfer Amount. The amount determined under the preceding sentence shall accrue interest for the period commencing Amount as of the date on which the Effective Time falls and ending on the date of the Initial Asset Transfer is received by the SpinCo Trust, at a rate equal to the discount rate that would apply for purposes of the Actuarial Assumptions as of such dateTransfer. (ii) As soon as practicable and no more than ten (10) days after the final calculation and certification of the each Spinco Plan’s Pension Plan Asset Transfer AmountAmount pursuant to Section 6.2(b), Parent if such amount exceeds the Initial Asset Transfer, Verizon will cause the Parent applicable Verizon Trust to transfer to the SpinCo Spinco Trust (the “Final Asset Transfer”) assets in an amount equal to the Pension Plan Asset Transfer Amount with respect to the Parent Qualified each Spinco Pension Plan less the sum of (A) the Initial Asset Transfer, Transfer and (B) the aggregate amount of any benefit payments (the “Benefit Payments”), if any, ) made by the Parent Qualified Verizon Pension Plan in respect of Transferred FairPoint Employees from and after the Interim Transfer Date and prior to the time of transfer (the “Final Asset Transfer”)Distribution Date. The amount determined under the preceding sentence shall accrue interest be increased or decreased, as the case may be, by the investment return on the applicable amount from the Interim Transfer Date determined in accordance with the manner described in Section 5.2(d)(i) aboveletter of direction agreed to by the Parties prior to the Effective Time (the “Letter of Direction”). If the sum of the Initial Asset Transfer plus the Benefit Payments exceeds the Pension Plan Asset Transfer AmountAmount for a Spinco Pension Plan, then the SpinCo portion of the Spinco Trust relating to such plan shall return such excess, which shall accrue interest increased or decreased by the investment return determined in accordance with the manner described above Letter of Direction from the date of the Initial Asset Transfer (or the date of the Benefit Payment, as applicable, the case may be) to the date of return, to the Parent portion of the Verizon Trust relating to the Parent Qualified corresponding Verizon Pension Plan. (iii) Except The applicable investment return under subsection (c)(ii) above and the identification of the types of assets (cash and/or in kind assets) to be transferred from the Verizon Trust to the Spinco Trust in either the Initial Asset Transfer or the Final Asset Transfer shall be determined in accordance with the Letter of Direction, as the same may be mutually agreed amended by mutual agreement of Verizon and FairPoint prior to the Parties, date of such Final Assets Transfer. Verizon and FairPoint shall cooperate in determining what assets are transferred in kind as part of the Initial Asset Transfer and the Final Asset Transfer and Verizon shall not transfer any asset in kind which FairPoint reasonably determines is not readily tradable or capable of being valued on a substantial and established market (except as otherwise agreed by the Parties). (iv) Under no circumstances shall Verizon or any Verizon Pension Plan be made entirely liable to transfer any additional amounts to FairPoint or any Spinco Pension Plan or any other Person or Governmental Authority in cashrespect of the Liabilities transferred to the Spinco Pension Plans pursuant to Section 5.2(a), including, but not limited to, any circumstance under which any Person or Governmental Authority states a claim to any portion or all of any Pension Plan Asset Transfer Amount. To the extent Verizon voluntarily transfers any additional amounts to FairPoint or any Spinco Pension Plan, FairPoint shall not be responsible for reimbursing Verizon for such additional voluntary transfers.

Transfer of Assets to Spinco Pension Trust. (i) As soon as practicable and no more than thirty (30) days after the Effective Time, Parent shall cause to be transferred from the trust established under the Parent Qualified Pension Plan (the “Parent Trust”) to a trust established in respect of the SpinCo Qualified Pension Plan (the “SpinCo Trust”), an initial amount of assets (the “Initial Asset Transfer”). The amount of the Initial Asset Transfer shall be equal to ninety percent (90% %) of the amount the enrolled actuary for the Parent Qualified Pension Plan determines in good faith to be the Pension Plan Asset Transfer Amount. The amount determined under the preceding sentence shall accrue interest for the period commencing as of the date on which the Effective Time falls and ending on the date the Initial Asset Transfer is received by the SpinCo Trust, at a rate equal to the discount rate that would apply for purposes of the Actuarial Assumptions as of such date. (ii) As soon as practicable and no more than ten (10) days after the final calculation and certification of the Pension Plan Asset Transfer Amount, Parent will cause the Parent Trust to transfer to the SpinCo Trust assets in an amount equal to the Pension Plan Asset Transfer Amount with respect to the Parent Qualified Pension Plan less the sum of (A) the Initial Asset Transfer, and (B) the aggregate amount of any benefit payments (the “Benefit Payments”), if any, made by the Parent Qualified Pension Plan in respect of Transferred Employees from and after the Interim Transfer Date and prior to the time of transfer (the “Final Asset Transfer”). The amount determined under the preceding sentence shall accrue interest on the applicable amount from the Interim Transfer Date determined in the manner described in Section 5.2(d)(i) above. If the sum of the Initial Asset Transfer plus the Benefit Payments exceeds the Pension Plan Asset Transfer Amount, then the SpinCo Trust shall return such excess, which shall accrue interest determined in the manner described above from the date of the Initial Asset Transfer or the date of the Benefit Payment, as applicable, to the date of return, to the Parent Trust relating to the Parent Qualified Pension Plan. (iii) Except as may be mutually agreed by the Parties, the Initial Asset Transfer and the Final Asset Transfer shall be made entirely in cash.