Common use of ERISA Related Determinations Clause in Contracts

ERISA Related Determinations. 1. The Independent Fiduciary has selected the Insurer to issue the Contract as set forth in this Commitment Agreement and such selection, the transactions contemplated by this Commitment Agreement, the Plans’ use of assets for the purchase of the Contract as contemplated by this Commitment Agreement and the 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 Retirement Plan Investment Board of the Plans. 2. The Independent Fiduciary has determined that the transactions contemplated by this Commitment Agreement and the purchase of the Contract do not result in a Non-Exempt Prohibited Transaction, provided that the representations in paragraphs 8.a.v and 8.b.v are true and correct in all material respects as of the Premium Due Date. 3. The Independent Fiduciary has determined that the Plan Trust (I) will receive no less than “adequate consideration” for the Transferred Assets and (II) will pay no more than “adequate consideration” for the Contract, in each case within the meaning of “adequate consideration” under ERISA § 408(b)(17)(B) and Code § 4975(f)(10). 4. The Independent Fiduciary is responsible for exercising independent judgment in evaluating any transactions that the Plans engage in with the Insurer (including purchase of the Contract). The Independent Fiduciary is not an affiliate of the Insurer and does not have a financial interest, ownership interest or other relationship, agreement or understanding with the Insurer that would limit or might otherwise affect its ability to exercise its best judgment as a fiduciary. The Independent Fiduciary holds, or has under management or control, total assets of at least $50 million, as described in 29 C.F.R. § 2510.3-21 (c)(1)(i)(E) (as amended from time to time). The Independent Fiduciary understands that the Insurer did not undertake and is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with any transactions that the Plans engage in with the Insurer (including purchase of the Contract) and that the Independent Fiduciary is exercising independent judgment in evaluating any such transactions.

ERISA Related Determinations. 1. The Independent Fiduciary has selected the Insurer to issue the Contract as set forth in this Commitment Agreement and such selection, the transactions contemplated by this Commitment Agreement, the Plans’ use of assets for the purchase of the Contract as contemplated by this Commitment Agreement and the 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 Retirement Plan Investment Board of the Plans. 2. The Independent Fiduciary has determined that the transactions contemplated by this Commitment Agreement and the purchase of the Contract do not result in a Non-Exempt Prohibited Transactiontransaction prohibited by ERISA § 406 or Code § 4975, for which no statutory exemption or U.S. Department of Labor class exemption is available, provided that the representations in paragraphs 8.a.v paragraph 4.a.iii and 8.b.v 4.c.iii are true and correct in all material respects as of the Premium Due Closing Date. 3. The Independent Fiduciary has determined that the Plan Trust (I) will receive no less than “adequate consideration” for the Transferred Assets Closing Premium Amount, as adjusted by any [ * * * ] in accordance with paragraphs 3.e and 3.f, and (II) will pay no more than “adequate consideration” for the Contract, in each case within the meaning of “adequate consideration” under ERISA § 408(b)(17)(B) and Code § 4975(f)(10). 4. The Independent Fiduciary is responsible for exercising independent judgment in evaluating any transactions that the Plans engage Plan engages in with the Insurer (including the purchase of the Contract). The Independent Fiduciary is not an affiliate of the Insurer and does not have a financial interest, ownership interest or other relationship, agreement or understanding with the Insurer that would limit or might otherwise affect its ability to exercise its best judgment as a fiduciary. The Independent Fiduciary holds, or has under management or control, total assets of at least $50 million, as described in 29 C.F.R. § 2510.3-21 (c)(1)(i)(E21(c)(1)(i)(E) (as amended from time to time). The Independent Fiduciary understands that the Insurer did not undertake and is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with any transactions that the Plans engage Plan engages in with the Insurer (including purchase of the Contract) and that the Independent Fiduciary is exercising independent judgment in evaluating any such transactions.

ERISA Related Determinations. 1. The Independent Fiduciary has selected the Insurer Prudential to issue the Contract as set forth in this Commitment Agreement and such selection, the transactions contemplated by this Commitment AgreementAgreement (including the purchase of the Contract), the Plans’ Plan’s use of assets for the purchase of the Contract as contemplated by this Commitment Agreement and the 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 Retirement Plan Investment Board of the PlansCommittee. 2. The Independent Fiduciary has determined that the transactions contemplated by this Commitment Agreement and the purchase of the Contract do not result in a Non-Exempt Prohibited Transaction, provided that the representations in paragraphs 8.a.v ▇.▇.▇▇ and 8.b.v ▇.▇.▇▇ are true and correct in all material respects as of the Premium Due Date. 3. The Independent Fiduciary has determined that the Plan Trust (I) will receive no less than “adequate consideration” for the Transferred Assets and (II) will pay no more than “adequate consideration” for the Contract, in each case within the meaning of “adequate consideration” under ERISA § 408(b)(17)(B) and Code § 4975(f)(10). 4. The Independent Fiduciary is responsible for exercising independent judgment in evaluating any transactions that the Plans engage Plan engages in with the Insurer Prudential (including purchase of the Contract). The Independent Fiduciary is not an affiliate of the Insurer Prudential and does not have a financial interest, ownership interest or other relationship, agreement or understanding with the Insurer Prudential that would limit or might otherwise affect its ability to exercise its best judgment as a fiduciary. The Independent Fiduciary holds, or has under management or control, total assets of at least $50 million, as described in 29 C.F.R. § 2510.3-21 (c)(1)(i)(E) (as amended from time to time). The Independent Fiduciary understands that the Insurer Prudential did not undertake and is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with any transactions that the Plans engage Plan engages in with the Insurer Prudential (including purchase of the Contract) and that the ). 5. The Independent Fiduciary is exercising independent judgment has provided and will continue to provide the services described in evaluating any such transactionsthe IF Engagement Agreement prudently and for the exclusive benefit and in the sole interest of the Plan and all of its participants, beneficiaries and alternate payees.