Waiver of Certain Claims; Settlement of Claims. Each Borrower further agrees to assert no claim against any of the Indemnitees on any theory of liability seeking consequential, special, indirect, exemplary or punitive damages. No settlement shall be entered into by the Company or any of its Subsidiaries with respect to any claim, litigation, arbitration or other proceeding relating to or arising out of the transactions evidenced by this Agreement and the other Loan Documents unless such settlement releases all Indemnitees from any and all liability with respect thereto.

Settlement of Claims. The Corporation’s obligation to make the payment provided for in this Agreement shall not be affected by any set-off, counterclaim, defense, recoupment or other right which the Corporation may have against the Executive.

Settlement of Claims. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably withheld. The Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee or subject the Indemnitee to any equitable relief without the Indemnitee’s prior written consent.

Settlement of Claims. The Indemnified Party may not settle or compromise any Proceeding for which a Claim Notice has been provided in accordance with [Section 8.6(a)] without the prior written consent of the Indemnifying Party (which consent may not be unreasonably withheld, conditioned or delayed) and such written consent shall be deemed to have been given unless the Indemnifying Party has objected within fifteen (15) calendar days after a written request for such consent by the Indemnified Party. The amount paid in the settlement or resolution of any such claim to the Third Party claimant shall not be determinative of the existence of or amount of Damages relating to such matter that the Indemnifying Party is liable to any Indemnified Party under Section 8.2 or [Section 8.4], as applicable.

Claims. Such Investor will, from and after the Certification Date, hold at least $1,000,000 in aggregate principal amount of Rights Offering Allowed Claims.

Waiver of Unknown Claims. Seller expressly acknowledges that this Section 5.14 is intended to include in its effect all claims with respect to the Buyer Released Matters that it does not know or suspect to exist in its favor as of the date hereof, and that this Agreement contemplates the extinguishment of any such claim or claims. With respect to any and all Potential Claims for any Buyer Released Matter, Seller expressly waives and relinquishes, and the other Seller Releasing Parties shall be deemed to have expressly waived and relinquished, any and all provisions, rights and benefits conferred by any Law of any jurisdiction or principle of common law that provides that a general release does not extend to claims that are unknown or unsuspected to the releasor at the time the releaser executes the release. Seller acknowledges that the inclusion of such unknown Potential Claims herein was separately bargained for and was a key element of this Section 5.14. Seller acknowledges, and the other Seller Releasing Parties shall be deemed to have acknowledged, that they may hereafter discover facts which are different from or in addition to those that they may now know or believe to be true with respect to any and all Potential Claims herein released and agree that all such unknown Potential Claims are nonetheless released and that this Section 5.14 shall be and remain effective in all respects even if such different or additional facts are subsequently discovered.

Waiver of ADEA Claims. Executive agrees that by signing this Agreement, Executive waives any claims he may have under the Age Discrimination in Employment Act of 1967 (the

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.

Disability Claims. The Committee will provide to every Claimant whose Disability Claim is denied a notice written in a culturally and linguistically appropriate manner, including information on how to access non-English language services provided by the Plan. The notice of the denial shall set forth the information contained in [Section 6.6(c)(i)] as well as set forth: