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-3- 2.3 Authorized Instructions. All directions and instructions to the Custodian from an Authorized Party ("Authorized Instructions") shall be in writing, transmitted by mail (including electronic mail) or by facsimile. The Custodian shall be entitled to rely on and shall be fully protected in acting in accordance with all such directions and instructions which it reasonably believes to have been given by an Authorized Party and in failing to act in the absence thereof. SECTION 3 - POWERS AND DUTIES 3.1 General Powers and Duties of Custodian. In administering the Account, the Custodian shall be specifically authorized to: (a) In accordance with Authorized Instructions, receive, hold and maintain custody of, and disburse assets held in the Account; (b) Hold securities or other assets in book entry form or through another agent or nominee, including without limitation in an omnibus account arrangement, provided that the Custodian’s records indicate that such securities or other property are held for the exclusive benefit of the Plan and its participants and beneficiaries; (c) Make distributions and disbursements from the Account and carry out related tax withholding remittance and reporting obligations under Federal, state and local law; (d) Appoint domestic agents, sub-trustees, sub-custodians or depositories (including affiliates of the Custodian) as to part or all of the Account, except that the indicia of ownership of any asset of the Account shall not be held outside the jurisdiction of the District Courts of the United States; (e) Collect income payable to and dividends or other distributions due to the Account and sign on behalf of the Plan any declarations, affidavits, and certificates of ownership required to collect income and principal payments; (f) Collect proceeds from assets of the Account that may mature or be called; (g) Until Authorized Instructions are received, hold the assets of the Account uninvested, or invest the assets of the Account in bank accounts of any bank, and the Custodian may retain any earnings on such deposits as part of its compensation for services hereunder; (h) Submit or cause to be submitted to the Employer all information received by the Custodian regarding ownership rights pertaining to property held in the Account; (i) To the extent not delegated by the Employer to an investment manager, exercise all voting rights relating to securities held in the Account as directed by the Employer; provided that, with respect to securities allocated to the accounts of Participants, if directed by the Employer in writing, the Custodian or its Recordkeeping Affiliate shall provide to the designated proxy tabulator the data necessary to cause to be provided to each Participant who has shares of such securities credited to his or her account a copy of the notice and all proxy solicitation materials together with a voting instruction form for return to the proxy tabulator, and the Custodian shall vote the shares as directed by each Participant and shall not vote shares for which it has not received instructions from a Participant. Unless the Employer instructs the Custodian to vote shares not voted by Participants, the Custodian shall not be liable and shall be held harmless for not voting such shares. (j) Commence or defend suits or legal proceedings and represent the Account in all suits or legal proceedings in any court or before any other body or tribunal as the Custodian shall deem necessary to protect the Account provided, however, that the Custodian shall not be obligated to do so unless it has been indemnified by the Employer and the Plan against all expenses and liabilities sustained in connection with such action; (k) Employ suitable agents and legal counsel and, as part of its reimbursable expenses under this Agreement, pay their reasonable compensation and expenses. The Custodian shall be entitled to rely on and may act REV: 07-30-25 MI ATTY/AGR.2025.195/Voya (Voya Loan Custody Agreement) (Page 3 of 7)