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.

Damage Claims. Graphite shall make damaged Product and associated packaging materials available for inspection and shall comply with the reasonable requirements of any insurance policy covering the Product. WuXi ATU shall offer Graphite reasonable assistance in Graphite’s claims against the shipping company for damages arising out of the transportation of Product.

Claims Review Services: Assist in the review and analysis of claims made by reinsureds under all treaties including, without limitation, claim reviews, audits, analysis of claims, advice regarding the contesting of claims, recommendations for settlements of claims and advice regarding the negotiation thereof, and advice regarding the payment of claims; and

Indemnified Claims. USPB shall, to the extent not expressly prohibited by the Delaware Limited Liability Company Act as set forth in the Delaware Code commencing with Section 18-101 of the Delaware Code, indemnify CEO against reasonable expenses, including attorneys' fees, and against loss or liability incurred by or asserted against CEO in a legal matter or proceeding in which CEO is a party or is threatened to be made a party because CEO is, or was, an officer or employee of USPB or an affiliate of USPB (specifically including, but not limited to, any acts of the CEO related to affiliates of USPB, National Beef Packing Co., LLC and its affiliates, with USPB and all of these entities referred to as "USPB Entities"). USPB's obligation to indemnify and hold harmless includes, but is not limited to, all pending and future litigation and claims against the USPB Entities, its officers, employees and directors which may impose liability on CEO including those claims against the USPB Entities, and claims relating to investigations relating to tort claims against the USPB Entities, deceptive trade practices and anti-competitive conduct of the USPB Entities, or their officers, employees and directors. The expenses against which CEO is indemnified include, but are not limited to, all reasonable attorney fees and other costs associated with legal representation for representation and costs that are not reasonably covered by the USPB Entities. USPB shall advance amounts to cover expenses, or pay expenses, that are included in the foregoing indemnity, upon request from the CEO. These indemnification rights shall not be deemed to exclude any rights to which the CEO may otherwise be entitled. The foregoing right to indemnification shall: # inure to the CEO whether or not he is an officer or employee of the USPB Entities at the time the liability or expenses are asserted, imposed or incurred and whether or not the claim asserted is based on matters which pre-date this Indemnification Agreement; and # extend to the CEO's heirs and legal representatives in the event of the CEO's death.

If a claim for benefits under the Plan is denied, in whole or in part, the Board will provide a written notice of the denial within a reasonable period of time, but not later than 90 days after the claim is received. If special circumstances require more time to process the claim, the Board will issue a written explanation of the special circumstances prior to the end of the 90 day period and a decision will be made as soon as possible, but not later than 180 days after the claim is received.

From and after the Closing Date, the Buyer shall have the right to instruct the Seller with respect to the conduct of the Greensill Claims, provided that such instructions do not restrict any rights of the Seller regarding the Greensill Claims (“Instructions”). The Seller agrees to use commercially reasonable efforts to promptly carry out such Instructions from the Buyer to the Seller relating to such Greensill Claims.