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 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 ​.

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)].

Claims Procedures. As required under [Section 2560.503-1(b)(2)])] of the Department of Labor Regulations, the claims procedures are set forth in the Plan’s Summary Plan Description, which claims procedures are incorporated by reference into the Plan. A Participant or a beneficiary, or the authorized representative of either (the “claimant”), may not bring an action under ERISA [Section 502(a)] or otherwise with respect to his or her claim until he or she has exhausted the claims procedures. Any such action must be filed in a court of competent jurisdiction within 12 months after the date on which the claimant receives the Committee’s written denial of the claimant’s claim on appeal or, if earlier, 12 months after the date of the alleged facts or conduct giving rise to the claim (including, without limitation, the date the claimant alleges he or she became entitled to Plan benefits requested in the suit or legal action), or it shall be forever barred. Any further review, judicial or otherwise, of the Committee’s decision on the claimant’s claim shall be limited to whether, in the particular instance, the Committee abused its discretion. In no event shall such further review, judicial or otherwise, be on a de novo basis, as the Committee has discretionary authority to determine eligibility and benefits and to construe and interpret the terms of the Plan.

SURVIVING CLAIMS. Notwithstanding anything herein to the contrary, this Release shall not:

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.

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.