Common use of Administration and Procedure Clause in Contracts

Administration and Procedure. (i) ARAC or a subsidiary of ARAC, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for Covered Claims relating to the assets, ownership or operation prior to the Separation Date of the Car Rental Business; provided, however, that such retention by ARAC of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims under the Policies by Holdings. ARAC or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by ARAC and its subsidiaries for claims relating to any period on or after the Separation Date involving ARAC or any of its subsidiaries. (ii) ARAC shall notify Holdings of any Covered Claim relating to ARAC or a subsidiary thereof under one or more of the Policies relating to a period prior to the Separation Date, and ARAC agrees to cooperate and coordinate with Holdings concerning any strategy Holdings may reasonably elect to pursue to secure coverage and payment for such Covered Claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the contrary, ARAC or an appropriate subsidiary thereof assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of ARAC or any of its subsidiaries, to the extent set forth in Section 5.6(a) and any such charges that relate to the period after the Separation Date. To the extent that the terms of any applicable Policy provide that Holdings or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Holdings or such subsidiary shall be entitled to demand that ARAC or a subsidiary thereof make such payment directly to the person or entity entitled thereto. In connection with any such demand, Holdings shall submit to ARAC or a subsidiary thereof a copy of any invoice received by Holdings or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that ARAC or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Holdings or a subsidiary of Holdings, Holdings or a subsidiary of Holdings may (but shall not be required to) pay such Insurance Charges for and on behalf of ARAC or its subsidiary and, thereafter, ARAC or its subsidiary shall forthwith reimburse Holdings or such subsidiary of Holdings for such payment.

Administration and Procedure. (i) ARAC Phoenix or a subsidiary of ARACPhoenix, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for Covered Claims insured claims relating to the assets, ownership or operation of the Business prior to the Separation Date or termination of the Car Rental Businessapplicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy (whichever is later); providedPROVIDED, howeverHOWEVER, that such retention by ARAC Phoenix of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims insured claims under the Policies by HoldingsinSilicon. ARAC Phoenix shall direct each insurance carrier to pay to inSilicon any proceeds for the insured claims of inSilicon or, if Phoenix receives such proceeds, it shall forward them promptly to inSilicon. inSilicon or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by ARAC inSilicon and its subsidiaries for claims relating to any period on or after the Separation Date involving ARAC inSilicon or any of its subsidiaries. (ii) ARAC inSilicon shall notify Holdings Phoenix of any Covered Claim insured claim relating to ARAC inSilicon or a subsidiary thereof under one or more of the Policies relating to a period prior to the Separation DatePolicies, and ARAC inSilicon agrees to cooperate and coordinate with Holdings Phoenix concerning any strategy Holdings Phoenix may reasonably elect to pursue to secure coverage and payment for such Covered Claim insured claim by the appropriate insurance carrier. Notwithstanding anything contained hereinthe foregoing, in Phoenix shall not be entitled to settle any other agreement insured claim relating to inSilicon or applicable Policy or any understanding to the contrarya subsidiary thereof without inSilicon's consent, ARAC which consent will not be unreasonably withheld. (iii) inSilicon or an appropriate subsidiary thereof assumes shall assume responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of ARAC inSilicon or any of its subsidiaries, to the extent set forth in Section 5.6(a4.3(a) and any such charges that relate to the period after the Separation DateDate or, if later, termination of the applicable period set forth in the Services and Cost-Sharing Agreement with respect to each such Policy. To the extent that the terms of any applicable Policy provide that Holdings Phoenix or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Holdings Phoenix or such subsidiary shall be entitled to demand that ARAC inSilicon or a subsidiary thereof make such payment directly to the person or entity Person entitled thereto. In connection with any such demand, Holdings Phoenix shall submit to ARAC inSilicon or a subsidiary thereof a copy of any invoice received by Holdings Phoenix or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that ARAC inSilicon or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Holdings Phoenix or a subsidiary of HoldingsPhoenix, Holdings Phoenix or a subsidiary of Holdings Phoenix may (but shall not be required to) pay such Insurance Charges for and on behalf of ARAC inSilicon or its subsidiary and, thereafter, ARAC inSilicon or its subsidiary shall forthwith reimburse Holdings Phoenix or such subsidiary of Holdings Phoenix for such payment.

Administration and Procedure. (i) ARAC Manor Care or a subsidiary of ARACManor Care, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for Covered Claims relating to the assets, ownership or operation prior to the Separation Distribution Date of the Car Rental Lodging Business; provided, however, that such retention by ARAC Manor Care of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims of a named insured under the Policies. Manor Care shall be entitled to compensation for and reimbursement of expenses incurred in connection with performing the claims administration and financial administration of the Policies by Holdingsin accordance with the terms of the Corporate Services Agreement. ARAC Except as set forth in the Risk Management Consulting Services Agreement, Choice or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by ARAC Choice and its subsidiaries for claims relating to any period on or after the Separation Distribution Date involving ARAC Choice or any of its subsidiaries. (ii) ARAC Choice shall notify Holdings Manor Care of any Covered Claim relating to ARAC Choice or a subsidiary thereof under one or more of the Policies relating to a any period prior to the Separation Distribution Date, and ARAC Choice agrees to cooperate and coordinate with Holdings Manor Care concerning any strategy Holdings Manor Care may reasonably elect to pursue to secure coverage and payment for such Covered Claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the contrary, ARAC Choice or an appropriate subsidiary thereof assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of ARAC Choice or any of its subsidiaries, which charges relate to (i) any Shock Losses to the extent set forth in Section 5.6(a5.10(a) and any such charges that relate to or (ii) the period after the Separation Distribution Date. To the extent that the terms of any applicable Policy provide that Holdings Manor Care or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Holdings Manor Care or such subsidiary shall be entitled to demand that ARAC Choice or a subsidiary thereof make such payment directly to the person or entity entitled thereto. In connection with any such demand, Holdings Manor Care shall submit to ARAC Choice or a subsidiary thereof a copy of any invoice received by Holdings Manor Care or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that ARAC Choice or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Holdings Manor Care or a subsidiary of HoldingsManor Care, Holdings Manor Care or a subsidiary of Holdings Manor Care may (but shall not be required to) pay such Insurance Charges for and on behalf of ARAC Choice or its subsidiary and, thereafter, ARAC Choice or its subsidiary shall forthwith reimburse Holdings Manor Care or such subsidiary of Holdings Manor Care for such payment.. 30

Administration and Procedure. (i) ARAC or a subsidiary Silicon Graphics shall have the right to administer any claims made under any Policy. The Company shall notify Silicon Graphics of ARAC, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for Covered Claims any claim relating to the assets, ownership or operation prior to the Separation Date of the Car Rental Business; provided, however, that such retention by ARAC of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims under the Policies by Holdings. ARAC or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by ARAC and its subsidiaries for claims relating to any period on or after the Separation Date involving ARAC or any of its subsidiaries. (ii) ARAC shall notify Holdings of any Covered Claim relating to ARAC Company or a subsidiary thereof under one or more of the Policies relating to a period prior to the Separation DatePolicies, and ARAC the Company agrees to cooperate and coordinate with Holdings Silicon Graphics concerning any strategy Holdings Silicon Graphics may reasonably elect to pursue to secure coverage and payment for such Covered Claim claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the contrary, ARAC or an appropriate subsidiary thereof the Company assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of ARAC the Company or any of its subsidiaries, to the extent set forth in Section 5.6(a) and any such charges that relate to the period after the Separation Date. To the extent that the terms of any applicable Policy provide that Holdings Silicon Graphics or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Holdings Silicon Graphics or such subsidiary shall be entitled to demand that ARAC the Company or a subsidiary thereof make such payment directly to the person or entity entitled thereto. In connection with any such demand, Holdings Silicon Graphics shall submit to ARAC the Company or a subsidiary thereof a copy of any invoice received by Holdings Silicon Graphics or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that ARAC the Company or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Holdings Silicon Graphics or a subsidiary of HoldingsSilicon Graphics, Holdings Silicon Graphics or a subsidiary of Holdings Silicon Graphics may (but shall not be required to) pay such Insurance Charges for and on behalf of ARAC the Company or its subsidiary and, thereafter, ARAC the Company or its subsidiary shall forthwith reimburse Holdings Silicon Graphics or such subsidiary of Holdings Silicon Graphics for such payment.

Administration and Procedure. (i) ARAC KSI or a subsidiary of ARACKSI, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for Covered Claims relating to the assets, ownership or operation prior to the Separation Closing Date of the Car Rental KSI Business; provided, however, that such retention by ARAC KSI of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims under the Policies by Holdingsthe Company. ARAC KSI or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by ARAC KSI and its subsidiaries subsidiaries, and for claims relating to any period on or after the Separation Closing Date involving ARAC KSI or any of its subsidiaries. (ii) ARAC KSI shall notify Holdings the Company of any Covered Claim Claims relating to ARAC KSI or a subsidiary thereof under one or more of the Policies relating to a period prior to the Separation Closing Date, and ARAC KSI agrees to cooperate and coordinate with Holdings the Company concerning any strategy Holdings the Company may reasonably elect to pursue to secure coverage and payment for such Covered Claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the contrary, ARAC KSI or an appropriate subsidiary thereof assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance ChargesINSURANCE CHARGES"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of ARAC KSI or any of its subsidiaries, to the extent set forth in Section 5.6(a5.4(a) and any such charges that relate to the period after the Separation Closing Date. To the extent that the terms of any applicable Policy provide that Holdings the Company or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Holdings the Company or such subsidiary shall be entitled to demand that ARAC KSI or a subsidiary thereof thereof, as appropriate, make such payment directly to the person or entity entitled thereto. In connection with any such demand, Holdings the Company shall submit to ARAC KSI or a its subsidiary thereof a copy of any invoice received by Holdings the Company or a its subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that ARAC KSI or its subsidiary subsidiary, as the case may be, fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Holdings the Company or a subsidiary of Holdingsthe Company, Holdings the Company or a subsidiary of Holdings the Company may (but shall not be required to) pay such Insurance Charges for and on behalf of ARAC KSI or its subsidiary subsidiary, as appropriate, and, thereafter, ARAC KSI or its subsidiary shall forthwith reimburse Holdings the Company or such subsidiary of Holdings the Company for such payment.

Administration and Procedure. (i) ARAC The Company or a subsidiary of ARACthe Company, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for Covered Claims relating to the assets, ownership or operation prior to the Separation Closing Date of the Car Rental Company Business; provided, however, that such retention by ARAC the Company of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims under the Policies by HoldingsSilicon Graphics. ARAC The Company or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by ARAC the Company and its subsidiaries for claims relating to any period on or after the Separation Closing Date involving ARAC the Company or any of its subsidiaries. (ii) ARAC The Company shall notify Holdings Silicon Graphics of any Covered Claim relating to ARAC the Company or a subsidiary thereof under one or more of the Policies relating to a period prior to the Separation Closing Date, and ARAC the Company agrees to cooperate and coordinate with Holdings Silicon Graphics concerning any strategy Holdings Silicon Graphics may reasonably elect to pursue to secure coverage and payment for such Covered Claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the contrary, ARAC the Company or an appropriate subsidiary thereof assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable ------------------ under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of ARAC the Company or any of its subsidiaries, to the extent set forth in Section 5.6(a5.5(a) and any such charges that relate to the period after the Separation Closing Date. To the extent that the terms of any applicable Policy provide that Holdings Silicon Graphics or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Holdings Silicon Graphics or such subsidiary shall be entitled to demand that ARAC the Company or a subsidiary thereof make such payment directly to the person or entity entitled thereto. In connection with any such demand, Holdings Silicon Graphics shall submit to ARAC the Company or a subsidiary thereof a copy of any invoice received by Holdings Silicon Graphics or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that ARAC the Company or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Holdings Silicon Graphics or a subsidiary of HoldingsSilicon Graphics, Holdings Silicon Graphics or a subsidiary of Holdings Silicon Graphics may (but shall not be required to) pay such Insurance Charges for and on behalf of ARAC the Company or its subsidiary and, thereafter, ARAC the Company or its subsidiary shall forthwith reimburse Holdings Silicon Graphics or such subsidiary of Holdings Silicon Graphics for such payment.

Administration and Procedure. (i) ARAC OHS and its subsidiaries appoint Olsten or a subsidiary Retained Subsidiary, as appropriate, to administer, in good faith, all claims and finances relating to the Shared Policies, including the prosecution of ARACany actions for declaratory relief, "bad faith" or other extra-contractual damages. From and after the Effective Time, Olsten or a Retained Subsidiary, as appropriate, shall be responsible for the claims administration and financial administration of all Shared Policies for Covered Claims relating to the assets, ownership or operation prior to the Separation Date Effective Time of the Car Rental Health Services Business; provided, however, that such retention by ARAC of the Policies and the responsibility for claims administration and financial administration of the Shared Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims under the Shared Policies. Olsten shall be entitled to compensation for and reimbursement of expenses incurred in connection with performing the claims administration and financial administration of the Shared Policies by Holdings. ARAC or on a subsidiary thereofcost basis, as appropriate, agreed by the parties and Olsten and OHS shall be responsible for all administrative comply with the provisions of the second paragraph of Section 5.08 with respect to billing and financial matters relating reimbursement. Olsten shall use reasonable care and act in good faith with respect to insurance policies established and maintained by ARAC and its subsidiaries for claims relating to any period on or after the Separation Date involving ARAC or any each of its subsidiariesobligations under Section 5.11. (ii) ARAC OHS shall promptly notify Holdings Olsten of any Covered Claim relating to ARAC OHS or a subsidiary thereof any Health Subsidiary under one or more of the Shared Policies relating to a any period prior to the Separation DateEffective Time, and ARAC OHS agrees to cooperate and coordinate with Holdings Olsten concerning any strategy Holdings Olsten may reasonably elect to pursue to secure coverage and payment for such Covered Claim by the appropriate insurance carrier. Olsten shall have final authority to compromise, settle or otherwise resolve any claim or action under any Shared Policy, including, without limitation, decisions to prosecute any action for declaratory relief, "bad faith" or other extra-contractual damages; provided, that, as a condition to any compromise or settlement of any such claim or action on behalf of OHS (x) Olsten obtains a written release on behalf of OHS for such claim or action and (y) if such settlement or compromise includes any remedy or relief against OHS, other than monetary damages within the coverage limits of the applicable Shared Policy, Olsten shall, prior to entering into any such compromise or settlement, obtain the consent of OHS, which consent shall not be unreasonably withheld. Notwithstanding anything contained herein, in any other agreement or applicable Shared Policy or any understanding to the contrary, ARAC OHS or an the appropriate subsidiary thereof Health Subsidiary assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, reporting endorsements, tails, noses, retroactive endorsements, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Shared Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of ARAC or any of its subsidiariesthe Health Services Business, to the extent set forth in Section 5.6(a) and any such which charges that relate to the period after the Separation DateEffective Time. To the extent that the terms of any applicable Shared Policy provide that Holdings Olsten or a subsidiary thereofRetained Subsidiary, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Holdings Olsten or such subsidiary Retained Subsidiary shall be entitled to demand that ARAC OHS or a subsidiary thereof Health Subsidiary make such payment directly to the person or entity entitled thereto. In connection with any such demand, Holdings Olsten shall submit to ARAC OHS or a subsidiary thereof Health Subsidiary a copy of any invoice received by Holdings Olsten or a subsidiary any Retained Subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that ARAC OHS or its subsidiary any of the Health Subsidiaries fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Holdings Olsten or a subsidiary of HoldingsRetained Subsidiary, Holdings Olsten or a subsidiary of Holdings Retained Subsidiary may (but shall not be required to) pay such Insurance Charges for and on behalf of ARAC OHS or its subsidiary the Health Subsidiary and, thereafter, ARAC OHS or its subsidiary the Health Subsidiary shall forthwith reimburse Holdings Olsten or such subsidiary of Holdings the Retained Subsidiaries for such payment. (iii) OHS or a Health Subsidiary, as appropriate, shall be responsible for all Insurance Charges claims administration and financial administration and risk management programs relating to the Health Services Business Policies and any insurance policies established and maintained by OHS and the Health Subsidiaries for claims relating to any period on or after the Effective Time involving OHS or any of the Health Subsidiaries.

Administration and Procedure. (i) ARAC Manor Care or a subsidiary of ARACManor Care, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for Covered Claims relating to the assets, ownership or operation prior to the Separation Distribution Date of the Car Rental Lodging Business; provided, however, that such retention by ARAC Manor Care of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims of a named insured under the Policies. Manor Care shall be entitled to compensation for and reimbursement of expenses incurred in connection with performing the claims administration and financial administration of the Policies by Holdingsin accordance with the terms of the Corporate Services Agreement. ARAC Except as set forth in the Risk Management Consulting Services Agreement, Choice or a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by ARAC Choice and its subsidiaries for claims relating to any period on or after the Separation Distribution Date involving ARAC Choice or any of its subsidiaries. (ii) ARAC Choice shall notify Holdings Manor Care of any Covered Claim relating to ARAC Choice or a subsidiary thereof under one or more of the Policies relating to a any period prior to the Separation Distribution Date, and ARAC Choice agrees to cooperate and coordinate with Holdings Manor Care concerning any strategy Holdings Manor Care may reasonably elect to pursue to secure coverage and payment for such Covered Claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the contrary, ARAC Choice or an appropriate subsidiary thereof assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-retrospectively- rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of ARAC Choice or any of its subsidiaries, which charges relate to (i) any Shock Losses to the extent set forth in Section 5.6(a5.10(a) and any such charges that relate to or (ii) the period after the Separation Distribution Date. To the extent that the terms of any applicable Policy provide that Holdings Manor Care or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Holdings Manor Care or such subsidiary shall be entitled to demand that ARAC Choice or a subsidiary thereof make such payment directly to the person or entity entitled thereto. In connection with any such demand, Holdings Manor Care shall submit to ARAC Choice or a subsidiary thereof a copy of any invoice received by Holdings Manor Care or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that ARAC Choice or its subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Holdings Manor Care or a subsidiary of HoldingsManor Care, Holdings Manor Care or a subsidiary of Holdings Manor Care may (but shall not be required to) pay such Insurance Charges for and on behalf of ARAC Choice or its subsidiary and, thereafter, ARAC Choice or its subsidiary shall forthwith reimburse Holdings Manor Care or such subsidiary of Holdings Manor Care for such payment.

Administration and Procedure. (i) ARAC or a subsidiary AG shall have the right to administer any claims made under any Program. AG.cxx xxxll notify AG of ARAC, as appropriate, shall be responsible for the claims administration and financial administration of all Policies for Covered Claims any claim relating to the assets, ownership or operation prior to the Separation Date of the Car Rental Business; provided, however, that such retention by ARAC of the Policies and the responsibility for claims administration and financial administration of the Policies are in no way intended to limit, inhibit or preclude any right to insurance coverage for any Covered Claims under the Policies by Holdings. ARAC or AG.cxx xx a subsidiary thereof, as appropriate, shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by ARAC and its subsidiaries for claims relating to any period on or after the Separation Date involving ARAC or any of its subsidiaries. (ii) ARAC shall notify Holdings of any Covered Claim relating to ARAC or a subsidiary Subsidiary thereof under one or more of the Policies relating to a period prior to the Separation DatePrograms, and ARAC agrees AG.cxx xxxees to cooperate and coordinate with Holdings AG concerning any strategy Holdings AG may reasonably elect to pursue to secure coverage and payment for such Covered Claim claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy Program or any understanding to the contrary, ARAC or an appropriate subsidiary thereof assumes AG.cxx xxxumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy Program in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of ARAC or AG.cxx xx any of its subsidiaries, to the extent set forth in Section 5.6(a) and any such charges that relate to the period after the Separation DateSubsidiaries. To the extent that the terms of any applicable Policy Program provide that Holdings AG or a subsidiary Subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges, Holdings AG or such subsidiary Subsidiary shall be entitled to demand that ARAC or AG.cxx xx a subsidiary Subsidiary thereof make such payment directly to the person or entity entitled thereto. In connection with any such demand, Holdings AG shall submit to ARAC or AG.cxx xx a subsidiary Subsidiary thereof a copy of any invoice received by Holdings AG or a subsidiary member of the AG Group pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. In the event that ARAC or AG.cxx xx its subsidiary Subsidiary fails to pay any Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by Holdings AG or member of the AG Group, AG or a subsidiary Subsidiary of Holdings, Holdings or a subsidiary of Holdings AG may (but shall not be required to) pay such Insurance Charges for and on behalf of ARAC or AG.cxx xx its subsidiary Subsidiary and, thereafter, ARAC or AG.cxx xx its subsidiary Subsidiary shall forthwith reimburse Holdings AG or such subsidiary Subsidiary of Holdings AG for such payment.