A Direct Rollover is a payment by the Plan directly to the Eligible Retirement Plan specified by the Distributee.

Notice of, and Procedures in respect of, Direct Claims.

1As used herein, the term “beneficial ownership” means the direct or indirect economic ownership of, and/or the power, whether by contract or otherwise, to direct the exercise of voting rights and the disposition of, the Participating Claims/Interests or the right to acquire such Participating Claims/Interests.

Statement of Estimated Direct Expenses. In addition, Landlord shall give Tenant a yearly expense estimate statement (the "Estimate Statement") which shall set forth Landlord's reasonable estimate (the "Estimate") of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated Tenant's Share of Direct Expenses (the "Estimated Direct Expenses"). The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this Article 4, nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, with its next installment of Base Rent due that is at least thirty (30) days thereafter, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.4.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Direct Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant.

Direct Rollover of Eligible Distribution. A Participant or distributee may elect, at the time and in the manner prescribed by the Trustee or the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the Participant or distributee in a direct rollover. However, a distributee who is a designated beneficiary of the Participant but who is not the surviving Spouse of the Participant may only elect to have any portion of the eligible rollover distribution paid directly to an eligible retirement plan that is an individual retirement account described in Section 408(a) of the Code or an individual retirement annuity described in Section 408(b) of the Code (other than an endowment contract) in accordance with [Section 402(c)(11)].

Direct Advances to Third Parties. At ​’s option, but subject to the provisions of [Section 4.1.22(c)], ​ may make any or all Additional Advances directly or through the Title Company to # General Contractor or any Major Trade Contractor for construction expenses which shall theretofore have been approved by ​ and for which ​ shall have failed to make payment, # ​’s Architect to pay its fees to the extent funds are allocated thereto in the Project Budget, # the Construction Consultant to pay its fees and disbursements, # ​’s counsel to pay its fees and disbursements, # to itself to pay # any installment of interest due under the Building Loan Note, # any expenses incurred by ​ which are reimbursable by ​ under the Building Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other fees and expenses incurred by such ​), provided that ​ shall theretofore have received notice from ​ that such expenses have been incurred and ​ shall have failed to reimburse ​ for said expenses beyond any grace periods provided for said reimbursement under the Building Loan Note, this Agreement or any of the other Building Loan Documents, or # following an Event of Default, any other sums due to any ​ under the Building Loan Note, this Agreement or any of the other Building Loan Documents, all to the extent that the same are not paid by the respective due dates thereof, # to pay Taxes and/or Insurance Premiums, and # any other Person to whom ​ in good faith determines payment is due and any portion of the Building Loan so disbursed by ​ shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. The execution of this Agreement by ​ shall, and hereby does, constitute an irrevocable authorization so to advance the proceeds of the Building Loan directly or through the Title Company to such Persons in accordance with this [Section 2.20(c)] as amounts become due and payable to them hereunder and any portion of the Building Loan so disbursed by ​ shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. No further authorization from ​ shall be necessary to warrant such direct Additional Advances to such relevant Person, and all such Additional Advances shall satisfy the obligation of ​ hereunder and shall be secured by the Building Loan Mortgage and the other Building Loan Documents as fully as if made directly to ​.

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.

A Participant or his or her beneficiary (if applicable) may file a written claim with the Committee with respect to his or her rights to receive a benefit from the Plan. ​ will be informed of the decision of the Committee with respect to the claim within 90 days after it is filed. Under special circumstances, the Committee may require an additional period of not more than 90 days to review a claim. If this occurs, ​ will be notified in writing as to the length of the extension, the reason for the extension, and any other information needed in order to process the claim. If a Participant is not notified within the 90-day (or 180-day, if so extended) period, he or she may consider the claim to be denied.

Claims Procedure. Until modified by the Plan Administrator, the claim and review procedures set forth in this Section shall be the mandatory claim and review procedures for the resolution of disputes and disposition of claims filed under this Plan. An application for a distribution or withdrawal shall be considered as a claim for the purposes of this Section.