OF
SUCH NOTIFICATION (OR WITHIN SUCH LONGER PERIOD AS THE STOCKHOLDER AND PARENT
SHALL MUTUALLY AGREE), EITHER THE STOCKHOLDER OR PARENT MAY ELECT TO HAVE THE
CALCULATION SUBMITTED FOR RESOLUTION TO A THIRD INDEPENDENT ACTUARY APPOINTED
MUTUALLY BY THE STOCKHOLDER AND PARENT, WHOSE DETERMINATION SHALL BE MADE IN
THIRTY (30) DAYS AND SHALL BE CONCLUSIVE, FINAL AND BINDING.
THE EXPENSES OF
PARENT'S ACTUARY SHALL BE BORNE BY PARENT AND THE EXPENSES OF STOCKHOLDER'S
ACTUARY SHALL BE BORNE BY THE STOCKHOLDER.
THE EXPENSES OF ANY THIRD
INDEPENDENT ACTUARY SHALL BE BORNE EQUALLY BY PARENT ON THE ONE HAND AND THE
STOCKHOLDER ON THE OTHER.
(VII)
FOR PURPOSES OF THIS SECTION 8.6, THE TERM "APPLICABLE BENEFITS"
IN RESPECT OF A COVERED EMPLOYEE SHALL MEAN HIS OR HER ACCRUED BENEFIT UNDER THE
UIC PLAN (AS DEFINED IN SECTION 411 OF THE CODE AND THE REGULATIONS THEREUNDER)
AS OF THE CLOSING DATE.
(VIII)
PARENT AGREES THAT, UPON THE TRANSFER OF THE TRANSFERRED ASSETS
FROM THE UIC PLAN TO THE PARENT PENSION PLAN, THE PARENT PENSION PLAN SHALL
ASSUME RESPONSIBILITY FOR THE APPLICABLE BENEFITS OF COVERED PARTICIPANTS
(EXCEPT FOR ANY BENEFIT PAYMENTS MADE BY THE UIC PLAN ON OR AFTER THE CLOSING
DATE AND PRIOR TO THE TRANSFER OF THE TRANSFERRED ASSETS TO THE PARENT PENSION
PLAN), AND THAT SUCH TRANSFER SHALL BE IN FULL DISCHARGE OF ALL OBLIGATIONS OF
THE UIC PLAN FOR THE APPLICABLE BENEFITS WITH RESPECT TO SUCH COVERED
PARTICIPANTS.
THE STOCKHOLDER AGREES TO INDEMNIFY AND HOLD HARMLESS THE PARENT
PENSION PLAN,
55
PARENT, THEIR TRUSTEES AND OTHER FIDUCIARIES AND AFFILIATES RELATED TO THE
PARENT PENSION PLAN AND EACH OTHER PARENT INDEMNIFIED PARTY AGAINST ANY AND ALL
LOSSES (INCLUDING ANY AND ALL EXPENSES INCURRED IN INVESTIGATING, PREPARING AND
DEFENDING AGAINST LITIGATION COMMENCED OR THREATENED OR IN SETTLEMENT OF ANY
SUCH CLAIM), RELATING TO OR INCURRED IN DEFENDING AGAINST (A) A CLAIM THAT THE
TRANSACTIONS CONTEMPLATED BY THIS SECTION 8.6(B) AS THEY AFFECT THE BENEFITS OF
COVERED PARTICIPANTS UNDER THE UIC PLAN, VIOLATE THE RIGHTS OF SUCH COVERED
PARTICIPANTS OR RESULT IN A VIOLATION OF THE FIDUCIARY DUTIES OF ANY FIDUCIARY
OF THE UIC PLAN OR THE PARENT PENSION PLAN, (B) A CLAIM BY THE PBGC RELATING TO
THE TRANSFER PURSUANT TO THIS SECTION 8.6(B), (C) ANY ERROR IN THE BENEFIT DATA
CONCERNING ANY COVERED PARTICIPANT DISCLOSED PURSUANT TO THIS SECTION 8.6 OR
(D) ANY INACCURACY IN THE CERTIFICATION FURNISHED PURSUANT TO
SECTION 8.6(B)(II).
THE INDEMNITY SET FORTH IN THIS SECTION 8.6(B)(VIII) SHALL
BE SUBJECT TO THE QUALIFICATIONS, LIMITATIONS AND PROCEDURES SET FORTH IN
SECTION 9 HEREOF.
(IX)
THE STOCKHOLDER AND PARENT AGREE TO PROVIDE EACH OTHER WITH SUCH
RECORDS AND INFORMATION AS THEY MAY REASONABLY REQUEST INCLUDING ANY SUCH
INFORMATION NECESSARY TO CARRY OUT THEIR RESPECTIVE OBLIGATIONS UNDER THIS
SECTION 8.6 OR THE ADMINISTRATION OF THE PARENT PENSION PLAN.
(X)
NO COVERED PARTICIPANT, NOR HIS SPOUSE, FORMER SPOUSE OR OTHER
BENEFICIARY UNDER THE UIC PLAN OR THE PARENT PENSION PLAN SHALL BE ENTITLED TO
ASSERT ANY CLAIM BASED ON ANY OF