Notice of Initial Adverse Determination. A notice of an adverse determination shall set forth in a manner calculated to be understood by the claimant.

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.

Manner and Content of Notice of Adverse Benefit Determination. The Claims Administrator shall provide a Claimant with written or electronic notification of any Adverse Benefit Determination. Electronic notifications shall comply with standards imposed under 29 C.F.R. [[sections 2520.104b-1(c)(1)(i), (iii) and (iv)])])])]])])])]. The notification shall set forth, in a manner calculated to be understood by the Claimant:

Notice of Material Adverse Event. As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any event or circumstance that could reasonably be expected to result in a Material Adverse Event;

If a claim is wholly or partially denied, the plan administrator shall notify the claimant of the plan's adverse benefit determination within a reasonable period of time, but not later than 90 days after receipt of the claim by the plan, unless the plan administrator determines that special circumstances require an extension of time for processing the claim. If the plan administrator determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90‑day period. In no event shall such extension exceed a period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the plan expects to render the benefit determination.

14.6Disability Claims. If a Participant’s claim involves a determination of Disability, the following time periods shall apply in lieu of the time periods set forth in [Sections 14.2 through 14.4]. The Committee shall have 45 days to render its initial decision on a Claimant’s claim, and an additional 30 days if the Committee determines that special circumstances require an extension of time to process the claim. If an adverse decision involves a disability claim the notice of the decision shall also inform the Claimant that if a Plan guideline was relied on in making the adverse decision, a copy of the guideline will be provided to the Claimant, without charge, upon request. A Claimant shall have 180 days to appeal an initial adverse decision. The Committee shall render its decision on appeal within 45 days, with an extension of an additional 45 days if the Committee determines that special circumstances require an extension of time. The following additional rules apply to an appeal. First, the review will be conducted by a Plan fiduciary who did not make the original determination on the Claimant’s claim and is not the subordinate of that person. Second, the Claimant shall be provided the identity of any medical or vocational experts whose advice was obtained in connection with the determination, whether or not the advice was relied on by such Plan fiduciary. Third, any health care professional who is engaged for a consultation on appeal will be a different person from and not subordinate to any health care professional who the Committee consulted for the initial determination.

Initial Loans. The agreement of each Tranche B Lender to make the Original Tranche B Loans requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such Original Tranche B Loans, of the following conditions precedent, provided that the requirements of this [Section 3.01] shall not apply to matters referred to in [Section 5.14]:

Initial Eligibility. An Eligible Employee shall enter the Plan as of the Entry Date coincident with or next following the date on which the Eligible Employee satisfies both the age and Service requirements. An Employee will be an Eligible Employee on or after the date that the Employee has both attained age 21 and completed an Eligibility Year. Notwithstanding the foregoing, an Employee who is an Eligible Employee on or prior to the Closing Date shall enter the Plan, retroactively, on the Effective Date.

Initial Shares. As used herein, “Initial Shares” means 38,052 shares of the Class, subject to adjustment from time to time in accordance with the provisions of this Warrant.

Initial Grant. Following the effective date of this Plan, each Director shall, effective as of the date of such individual’s initial election or appointment to the Board, be granted a Restricted Stock Unit Award with a grant-date value of approximately ​, rounded down to the nearest whole share.