Notice of Decision. If the Administrator denies part or all of the claim, the Administrator shall notify the Claimant in writing of such denial. The Administrator shall write the notification in a manner calculated to be understood by the Claimant. The notification shall set forth: # the specific reasons for the denial; # a reference to the specific provisions of this Agreement on which the denial is based; # a description of any additional information or material necessary for the Claimant to perfect the claim and an explanation of why it is needed; # an explanation of this Agreement’s review procedures and the time limits applicable to such procedures; and # a statement of the Claimant’s right to bring a civil action under ERISA [Section 502(a)] following an adverse benefit determination on review.

Decision to Purchase. Each decision of [[Organization C:Organization]] whether to purchase any Participation Interest in any Mortgage Loan from [[Organization B:Organization]] hereunder shall be made by [[Organization C:Organization]] in its sole and absolute discretion. [[Organization C:Organization]] shall be under no obligation hereunder to purchase any Participation Interest in any Mortgage Loan nor shall [[Organization C:Organization]] have any obligation hereunder to purchase any minimum amount of Participation Interests in Mortgage Loans. In each instance where a Request is submitted to [[Organization C:Organization]], [[Organization C:Organization]] will make an independent decision whether to purchase a Participation Interest in any Mortgage Loan contemplated by the Request. [[Organization C:Organization]] may decline to purchase any Participation Interest in any Mortgage Loan for any reason or for no reason whatsoever and shall provide [[Organization B:Organization]] with notice of its decision not to purchase a Participation Interest within one Business Day of receipt of the Request from [[Organization B:Organization]]. The election of [[Organization C:Organization]] to purchase a Participation Interest in any Mortgage Loan shall be evidenced by the making of an Advance by [[Organization C:Organization]] for the payment of the Purchase Price related thereto. If [[Organization C:Organization]] elects to purchase a Participation Interest in an amount other than the Standard Percentage, it shall provide [[Organization B:Organization]] with notice of its decision within one Business Day of receipt of the Request from [[Organization B:Organization]].

Lender Credit Decision. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any other Lender or any Issuer and based on the financial statements prepared by the Company and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Lead Arranger, any other Lender or any Issuer and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Company and its Affiliates) as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents. Except for any notice, report, document or other information expressly required to be furnished to the Lenders by the Administrative Agent or any Lead Arranger hereunder, neither the Administrative Agent nor any Lead Arranger shall have any duty or responsibility (either initially or on a continuing basis) to provide any Lender with any notice, report, document, credit information or other information concerning the affairs, financial condition or business of the Company or any of its Affiliates that may come into the possession of the Administrative Agent or any Lead Arranger (whether or not in their respective capacity as Administrative Agent or a Lead Arranger) or any of their Affiliates.

Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements prepared by [[Organization A:Organization]] and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

Independent Investment Decision. Such Investor is making its own investment decision, which is not being made in conjunction with the investment decision of any other person to acquire a predetermined percentage of the shares of the Company or EFH.

After considering all materials presented by the Claimant, the Committee will render a decision, written in a manner designed to be understood by the Claimant. If the Committee denies the claim on review, the written decision will include # the specific reasons for the decision; # specific references to the pertinent provisions of this Plan on which the decision is based; # a statement that the Claimant is entitled to receive, upon request to the Committee and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim; and # a statement of the Claimant's right to bring a civil action under [Section 502(a)] of ERISA.

Review of Claims (Other than Disability Claims). If any claim, other than a Disability Claim, is denied, the Claimant or the Claimant’s duly authorized representative, upon written application, may request a review of such denial, may review pertinent documents, and may submit issues and comments in writing. The request must be addressed to the General Counsel of the Company at its then principal place of business. A Claimant must file such written request for review within sixty (60) days after the receipt by the Claimant of a notice denying the initial claim or within sixty (60) days after the claim is deemed to be denied. Upon its receipt of the request for review, the General Counsel will notify the Company of the request. Upon its receipt of notice of a request for review, the Company will appoint a person other than a member of the Committee to be the claims reviewer. The decision on review shall be rendered not later than sixty (60) days after the Committee’s receipt of the Claimant’s request for review, unless special circumstances require an extension of time for processing, in which case the sixty (60) day period may be extended to one-hundred-twenty (120) days if notice is provided to the Claimant in writing within the initial sixty (60) day period stating the reason for the extension. If notice of the decision on the review is not furnished in accordance with this paragraph (i), the claim will be deemed denied and the Claimant will be permitted to exercise his or her right to legal remedy pursuant to paragraph # of this [Section 6.6].

Due Diligence Review. GMPW and its legal counsel shall have completed, to their satisfaction in their sole discretion, their due diligence review of BITCENTRO and all of its properties and assets.

Request for Review. Within sixty (60) days after receipt of an initial adverse benefit determination notice, the claimant may file with the Plan Administrator a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim benefits. Any request for review of the initial adverse determination not filed within sixty (60) days after receipt of the initial adverse determination notice shall be untimely.

Opportunity to Review. Millian represents and warrants that he: