A Claimant whose claim has been denied shall file with the Plan Administrator a notice of appeal of the denial. Such notice shall be filed within 60 calendar days of notification by the Plan Administrator of the denial of a claim, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred. The Plan Administrator shall consider the merits of the Claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Plan Administrator shall deem relevant.

If notice of denial is not furnished, and if the claim is not granted within the period of time set forth above, the claim shall be deemed denied for purposes of proceeding to the review stage described in Section 2.16.

Court Review. In order for the Committee to operate and administer the claims procedures in a timely and efficient manner, any claimant whose appeal with respect to a claim for benefits has been denied and who desires to begin a legal action with respect to such claim, must begin such action in a court of competent jurisdiction within 90 days after receipt of notification of such denial, and shall not be permitted to introduce any new facts or legal theories that were not presented during the claim review process. Failure to file such action by the prescribed time shall result in the permanent denial of such claim.

May request a review by written application to the Committee not later than 60 days after receipt by the claimant of written notification of denial of a claim;

The Committee (or a claims fiduciary appointed by the Committee) shall make a full and fair review of any denial of a claim for benefits, which shall include:

The claimant (or his or her duly authorized representative) shall have 60 days (or in the case of a disability claim, 180 days) after receipt of notification of the claim denial to request a review of the denial by making written request to the Committee (the “Appeals Committee”), and may have reasonable access to and copies of documents, records and other information relevant to the claim upon request and free of charge, and submit comments, documents, records and other information related to the claim in writing within such period. The claimant shall receive a review of all submitted comments, documents, records and other information related to the claim, regardless of whether the information was submitted or considered in the initial benefit determination.

Notification of Claim Determination – The plan administrator shall notify each participant in writing of his determination of benefits. If the plan administrator denies any benefit, such written denial shall include:

Proofs of Claim. If, while any Senior Indebtedness is outstanding, any Event of Default under Section 10(f) of this Agreement occurs, the Lender shall duly and promptly take such action as any holder of Senior Indebtedness may reasonably request to collect any payment with respect to the amounts due and payable under this Agreement for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs of claim in respect of this Agreement. Upon the failure of the Lender to take any such action, each holder of Senior Indebtedness is hereby irrevocably authorized and empowered (in its own name or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in respect of this Agreement and to file claims and proofs of claim and take such other action as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Lender with respect to this Agreement.

Claim for Benefits. Any Participant or Beneficiary who qualifies for the payment of benefits shall file a claim for his or her benefits with the Committee on a form provided by the Committee. The claim, including any election of an alternative benefit form, shall be filed at least 30 days before the date on which the benefits are to begin. If a Participant or Beneficiary fails to file a claim by the day before the date on which benefits become payable, he shall be presumed to have filed a claim for payment for the Participant’s benefits in the standard form prescribed by Sections 10.1 or 10.2.

Notice of Claim. All indemnification claims in respect of a Party, its Affiliates, or their respective directors, officers, employees and agents shall be made solely by such Party to this Agreement (the “Indemnified Party”). The Indemnified Party shall give the indemnifying Party prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under this Article 11, but in no event shall the indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses and Third Party Claims.