Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is reasonably likely to be available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

Claims Administration. The Administrator may appoint and, in its sole discretion, remove a Claims Administrator and/or Claims Appeal Administrator to administer claims for benefits under the Plan in accordance with its terms, and, pursuant to Section 10.02, such delegates shall have all powers, authority, and discretion necessary or proper for such purpose. In the absence of such appointment, the Administrator shall be the Claims Administrator and Claims Appeal Administrator.

Disability Claims. If a claim is related to any distribution or rights to which a Participant or other Claimant may be entitled in connection with the Participant’s termination by reason of suffering a Disability (“Disability Claim”) then, as soon as reasonable but within forty-five (45) days after receipt of such claim, the Committee will send to the Claimant by certified mail, postage prepaid, notice of the granting or denying, in whole or in part of such claim. This period within which the Committee must provide such notice may be extended twice, for up to thirty (30) days per extension, provided that the Committee # determines that an extension is needed and beyond the control of the Plan, and # notifies the Claimant prior to the expiration of the initial forty-five (45) day period or of the first thirty (30) day extension period. In the case of any extension request, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the Claimant shall be afforded at least forty-five (45) days within which to provide the specified information. If the Committee fails to notify the Claimant either that his or her claim has been granted or that it has been denied in whole or in part within the initial forty-five (45) day period or prior to the expiration of an extension, if applicable, then the claim shall be deemed to have been denied as of the last day of the applicable period, and the Claimant then may request a review of his or her claim. The Committee must ensure that all Disability Claims and appeals are adjudicated in a manner designed to ensure the independence and impartiality of the persons involved in making the Disability determination.

Disability Claims. The Committee will provide to every Claimant whose Disability Claim is denied a notice written in a culturally and linguistically appropriate manner, including information on how to access non-English language services provided by the Plan. The notice of the denial shall set forth the information contained in [Section 6.6(c)(i)] as well as set forth:

Claims Reviewer. The Committee will deliver to the claims reviewer all documents pertinent to the review. The claims reviewer will make a prompt decision on the review. The decision on review will be written in a manner calculated to be understood by the Claimant, and will include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.

Claims Procedures. The applicable employees of the Parties shall escalate any Dispute to the executives of the Parties for resolution. Upon receipt of any such escalated matter, the executives of the Parties shall discuss and attempt to resolve the matter within 15 business days immediately following the escalation. If by the end of the fifteenth business day, the matter has not been resolved to the satisfaction of both Parties, then the party that initiated the claim shall provide written notification to the other party in accordance with Section 8(c) of this Agreement, in the form of a claim identifying the issue or amount disputed and including a detailed reason for the claim. The party against whom the claim is made shall respond in writing to the claim within 15 business days from the date of receipt of the claim document. The party filing the claim shall have an additional 15 business days after the receipt of the response to either accept any resolution offered by the other party or request implementation of the procedures set forth in Section 8(c) (the “Escalation Procedures”). Following a Party’s waiver of, or failure to respond within, the time periods set forth in this Section 8(b), the other Party, may submit such Dispute to arbitration in the manner described in this Section 8.

Direct Claims. Any claim by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. During such 30-day period, the Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Indemnified Party's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

An Alternate Payee must complete and deliver to the Plan Administrator all required forms within thirty (30) days from the date the Alternate Payee is notified by the Plan Administrator that the DRO has been accepted. The Alternate Payee will be responsible for payment of any federal, state or local taxes.

Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): # any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party or under applicable law; # any rights which are not waivable as a matter of law (such as claims for unemployment benefits or workers compensation); and # any claims for breach of this Agreement.

Claims Release. The Borrower hereby fully, finally and forever release, waive, and discharge the Lender and its successors, assigns, directors, officers, employees, agents and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations and suits of whatever kind or nature, in law or in equity, that the Borrower, or any of them, have or in the future may have, whether known or unknown, arising from events prior to the date hereof in respect to the Loan and the Loan Documents.