Common use of Claim Procedure Clause in Contracts

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effect, the following provisions shall apply to the Bonds: (i) If, on the third day preceding any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available to pay all principal of and interest on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) of the amount of such deficiency. If, by said interest payment date, the Issuer has not provided the amount of such deficiency, the Trustee shall simultaneously make available to the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto.

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effectFor purposes of clarification, the following provisions shall apply to the Bonds: (i) Ifclaims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, on the third day preceding any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available (ii) in order to pay all principal of and interest on the Bonds due on such dateseek indemnification under this Article VIII, the Trustee Parent shall immediately notify deliver a Claim Notice to the Bond Insurer Stockholder Representatives, and U.S. Bank Trust National Associationif the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) Parent shall deliver a copy of the amount Claim Notice to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of such deficiency. If, by said interest payment dateany Claim Notice hereunder, the Issuer has not provided applicable representation or warranty shall survive until, but only to the amount extent of, and for purposes of such deficiencythe resolution of, the Trustee specific matter covered by such notice, (iv) the Parent and Stockholder Representatives shall simultaneously make available promptly deliver to the Bond Insurer and Escrow Agent a written notice executed by both parties instructing the Escrow Agent to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list release such retained funds of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer Escrow Amount pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance PolicyEscrow Agreement in accordance with resolution of the matter, and (3v) thatwithin twenty (20) days after delivery of a Claim Notice, except as provided the Stockholder Representatives shall deliver to the Parent a Response in paragraph which the Stockholder Representatives shall: (ii1) below, in agree that the event that any Bondholder Parent is entitled to receive full payment all of principal from the Bond InsurerClaimed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the Escrow Agent, such Bondholder must tender his Bond with within three days following the instrument delivery of transfer the Response, a written notice executed by the Stockholder Representatives and the Parent instructing the Escrow Agent to release the Claimed Amount (or, if lesser, the amount remaining in the form provided on Escrow Amount) to the Bond executed in Parent); (2) agree that the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder Parent is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first Agreed Amount (in which case the Stockholder Representatives and the Parent shall deliver to the TrusteeEscrow Agent, which shall note on such Bond within three (3) days following the portion delivery of principal paid the Response, a written notice executed by the TrusteeStockholder Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (or, and thenif lesser, with an acceptable form of assignment executed the amount remaining in the name Escrow Amount) to the Parent), or (3) dispute that the Parent is entitled to receive any of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance PolicyClaimed Amount. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto.

Claim Procedure. So long as The Purchaser may give written notice of an indemnification claim under this Article 9, whether for its own Losses or for Losses incurred by any other Purchaser Indemnified Party (each such claim, an "Indemnification Claim"), and Purchaser will give written notice of such Indemnification Claim executed by an officer of the Bond Insurance Policy remains in full force and effect, the following provisions shall apply Purchaser (a "Claim Notice") to the Bonds: Stockholder Representative (with a copy to the Escrow Agent if such Indemnification Claim involves recovery against the Escrow Fund) containing (i) Ifa description and, on if known, the third day preceding maximum potential amount of Losses for which the Purchaser or any interest payment date Purchaser Indemnified Party may be liable, including the amount of any Losses that may already have been incurred, paid, reserved or accrued (ii) a reasonable summary explanation of the basis for the Bonds there is not on deposit with Claim Notice to the Trustee sufficient moneys available to pay all principal extent of the facts then known by the Purchaser Indemnified Party and interest on the Bonds due on such date(iii) a demand for payment of those Losses or potential Losses. Within thirty (30) days after delivery of a Claim Notice, the Trustee shall immediately notify Stockholder Representative will deliver to the Bond Insurer and U.S. Bank Trust National AssociationPurchaser Indemnified Party (with a copy to the Escrow Agent) a written response in which the Stockholder Representative will either: agree that the Purchaser Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or dispute the Purchaser Indemnified Party's entitlement to indemnification (including, New Yorkif applicable, New York or its successor a dispute as its Fiscal Agent (to the “Fiscal Agent”) determination of the amount of any Reserved Escrow Fund Funds, if applicable) by delivering to the Purchaser Indemnified Party a written notice (an "Objection Notice") setting forth in reasonable detail each disputed item, the basis for each such deficiencydisputed item and certifying that all such disputed items are being disputed in good faith. IfIf the Stockholder Representative fails to take either of the foregoing actions within thirty (30) days after delivery of the Claim Notice, then the Stockholder Representative will be deemed to have irrevocably accepted the Claim Notice and the Stockholder Representative will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. If the Stockholder Representative delivers an Objection Notice to the Purchaser Indemnified Party (with a copy to the Escrow Agent) with respect to all or any portion of a Claim Notice (a "Contested Claim") within thirty (30) days after delivery of the Claim Notice, then the dispute shall be resolved by a written settlement agreement executed by the Purchaser and the Stockholder Representative (a copy of which shall be furnished to the Escrow Agent) or in the absence of such a written settlement agreement being reached within sixty (60) days after receipt by the Purchaser Indemnified Party of the Objection Notice, by said interest payment date, any legally available means consistent with the Issuer has not provided the amount provisions of such deficiency, the Trustee shall simultaneously make available to the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shallSection 11.11 or, at either the time it makes Purchaser's or the registration books available to the Bond Insurer Stockholder Representative's option and discretion, by binding arbitration pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such BondsSection 9.2(e). Notwithstanding anything in this authorizing document or the Bonds herein to the contrary, the Trustee shall make payment parties agree that, at either the Purchaser's or the Stockholder Representative's option and discretion, any Contested Claim will be submitted to mandatory, final and binding arbitration before J.A.M.S./ENDISPUTE or its successor ("J.A.M.S."), governed by the United States Arbitration Act, 9 U.S.C., Section 1 et seq. and that any such arbitration will be conducted in Santa Xxxxx County, California. Either the Purchaser or the Stockholder Representative may commence the arbitration process called for by this Agreement by filing a written demand for arbitration with J.A.M.S. and giving a copy of such past due interest demand to each of the other parties to this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.'s Streamlined Arbitration Rules and past due principal directly Procedures in effect at the time of filing of the demand for arbitration, subject to the Bond Insurer provisions of this Section 9.2(e). The arbitration of such Contested Claim shall be conducted by a single arbitrator mutually agreed on by the Purchaser and the Stockholder Representative and selected from J.A.M.S.'s panel of neutrals. The parties will cooperate with J.A.M.S. and with each other in promptly selecting the arbitrator (or arbitrators, as applicable) from J.A.M.S.'s panel of neutrals, and in scheduling the arbitration proceedings in order to fulfill the provisions, purposes and intent of this Agreement. The parties covenant that they will participate in the arbitration in good faith, and that the parties to the extent that arbitration will bear the Bond Insurer expense of deposits and advances required by the arbitrator in equal proportions. The provisions of this Section 9.2(e) may be enforced by any court of competent jurisdiction, and the party seeking enforcement will be entitled to an award of all costs, fees and expenses, including attorneys' fees, to be paid by the party against whom enforcement is ordered. Judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction. If for any reason J.A.M.S. or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. Upon the conclusion of any arbitration proceedings hereunder, the arbitrator will render findings of fact and conclusions of law and a subrogee final written arbitration award setting forth the basis and reasons for any decision reached (the "Final Award") and will promptly deliver such documents to Escrow Agent, the Stockholder Representative and the Purchaser, together with respect theretoa copy of the Final Award signed by the arbitrator. The foregoing indemnification payments will be made within five (5) Business Days after the date on which (i) the amount of such payments are determined by mutual settlement agreement of the parties, (ii) the amount of such payments are determined pursuant to Section 9.3(c) if an Objection Notice has not been timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the Series G Holders' obligation to pay such amount have been determined by a final Judgment of a court having jurisdiction over such proceeding as permitted by Section 11.11 or by binding arbitration in accordance with Section 9.2(e), if in either case an Objection Notice has been timely delivered in accordance with Section 9.3(b) (the "Settlement Date").

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effect(a) If any claim for compensation is wholly or partially denied, the following provisions shall apply to the Bonds: (i) IfCommittee shall, on the third day preceding any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available to pay all principal within 90 days after receipt of and interest on the Bonds due on such datea written claim, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) of the amount Award Recipient of such deficiencydenial (unless the Administrator determines that special circumstances require an extension of time for processing the claim). If, by said interest payment date, the Issuer has not provided the amount Such notice of such deficiency, the Trustee denial shall simultaneously make available to the Bond Insurer be in writing and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: shall contain (1) The Trustee shall provide the Bond Insurer with a list specific reason or reasons for denial of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlementclaim, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject reference to the terms specific provisions of this Agreement and/or the Bond Insurance PolicyOmnibus Stock Plan upon which the denial is based, (3) that, except as provided in paragraph (ii) below, in a description of any additional material or information necessary to perfect the event that any Bondholder claim and an explanation of why such material or information is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Bond Insurernecessary, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name explanation of the Bond Insurerclaim review procedure, to as specified under the Fiscal Agent, which will then pay the unpaid portion provisions of principal to the Bondholder subject to the terms of the Bond Insurance Policythis Section 10. (iib) In the event that a claim for compensation by the Trustee has notice Award Recipient is denied, the Award Recipient may (1) file with the Committee a written request that the Committee conduct a full and fair review of the denial of the claim for compensation, and (2) review any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant documents pertinent to such request. Such request shall be delivered to the United States Bankruptcy Code Committee within 60 days after the receipt by a trustee in bankruptcy in accordance the Award Recipient of the written notice of denial of the claim. Such review shall (i) provide the Award Recipient with the finalopportunity to submit written comments, nonappealable order of a court having competent jurisdictiondocuments, the Trustee shall, at the time it provides notice records and other information relating to the Bond Insurerclaim for compensation, notify (ii) provide the Award Recipient, upon request and free of charge, reasonable access to, and copies of, all Bondholders that documents, records and other information relevant to the claim for compensation, and (iii) take into account all comments, documents, records or other information submitted by the Award Recipient relating to the claim for compensation, without regard to whether such information was submitted or considered in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent initial determination of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were madecompensation. (iiic) The Bond Insurer shall, Committee shall deliver to the extent it makes payment Award Recipient a written decision on any claim filed hereunder within 60 days after the receipt of principal the aforesaid request for review (unless the Committee determines that special circumstances require an extension of or interest on time for processing the Bondsclaim). Such decision shall (1) include specific reasons for the decision, become subrogated (2) contain specific references to the pertinent provisions of this Agreement and/or the Omnibus Stock Plan upon which the decision is based, (3) contain a statement that the Award Recipient is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Award Recipient’s claim for compensation, and (4) contain a statement describing the rights of the recipients Award Recipient to bring suit under the Employee Retirement Income Security Act of such payments in accordance with 1974, as amended. (d) Notwithstanding the terms of foregoing, the Bond Insurance Policy and, Board may determine to evidence such subrogation, (i) act in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond InsurerCommittee’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in place under this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect theretoSection 10.

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effectFor purposes of clarification, the following provisions shall apply to the Bonds: (i) Ifclaims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, on the third day preceding any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available (ii) in order to pay all principal of and interest on the Bonds due on such dateseek indemnification under this Article VIII, the Trustee Parent shall immediately notify deliver a Claim Notice to the Bond Insurer and U.S. Bank Trust National AssociationStockholder and, New Yorkif the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) Parent shall deliver a copy of the amount Claim Notice to the escrow agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of such deficiency. If, by said interest payment dateany Claim Notice hereunder, the Issuer has not provided applicable representation or warranty shall survive until, but only to the amount extent of, and for purposes of such deficiencythe resolution of, the Trustee specific matter covered by such notice, (iv) if funds have been retained in Escrow after the Termination Date (as defined in the Escrow Agreement) with respect to such Claim Notice, the Parent and the Stockholder Representative shall simultaneously make available promptly deliver to the Bond Insurer and Escrow Agent a written notice executed by both parties instructing the Escrow Agent to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer disburse such retained funds pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance PolicyEscrow Agreement in accordance with the resolution of the matter, and (3v) thatwithin twenty (20) days after delivery of a Claim Notice, except as provided the Stockholder Representative shall deliver to the Parent a Response in paragraph which the Stockholder Representative shall: (ii1) below, in agree that the event that any Bondholder Parent is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name all of the Bond InsurerClaimed Amount (in which case the Response shall be accompanied by a payment by the Company Stockholders to the Parent of the Claimed Amount, by check or by wire transfer; provided that if Escrow Shares have not been fully disbursed and the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Stockholder Representative and the Parent shall deliver to the Escrow Agent, within three (43) thatdays following the delivery of the Response, except as provided in paragraph a written notice executed by the Stockholder Representative and the Parent instructing the Escrow Agent to disburse the Claimed Amount (iior, if lesser, the remaining Escrow Shares) belowto the Parent), in (2) agree that the event that such Bondholder Parent is entitled to receive partial the Agreed Amount (in which case the Response shall be accompanied by a payment of principal from by the Bond Insurer, such Bondholder must tender his Bond for payment first Company Stockholders to the TrusteeParent of the Agreed Amount, which by check or by wire transfer; provided that if the Escrow Shares have not been fully disbursed and the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, the Stockholder Representative and the Parent shall note on such Bond deliver to the portion Escrow Agent, within three (3) days following the delivery of principal paid the Response, a written notice executed by the TrusteeStockholder Representative and the Parent instructing the Escrow Agent to disburse the Agreed Amount (or, and thenif lesser, with an acceptable form of assignment executed in the name remaining Escrow Shares) to the Parent), or (3) dispute that the Parent is entitled to receive any of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (ii) Claimed Amount. In the event that the Trustee has notice that any payment of principal of or interest on Parent seeks to enforce a Bond has been recovered from a Bondholder claim pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with Escrow Agreement and the final, nonappealable order Escrow Shares are insufficient to pay the full amount of a court having competent jurisdictionthe amount required to be paid under this Article VIII, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer Escrow Shares shall be supplemented by a payment by the Company Stockholders to the extent Parent of the remaining balance of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made amount by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were madecheck or wire transfer. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto.

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effectFor purposes of clarification, the following provisions shall apply to the Bonds: (i) If, claims for a breach of an obligation under this Article VIIIA may be made by a Buyer Indemnitee at any time on or before the third day preceding any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available to pay all principal of and interest on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) second anniversary of the amount Closing Date, (ii) in order to seek indemnification under this Article VIIIA, a Buyer Indemnitee shall deliver a Claim Notice to Cornerstone and a copy of such deficiency. If, by said interest payment date, the Issuer has not provided the amount of such deficiency, the Trustee shall simultaneously make available Claim Notice to the Bond Insurer Escrow Agent in the form prescribed by the Escrow Agreement, (iii) if funds have been retained in Escrow after the Termination Date (as defined in the Escrow Agreement) with respect to such Claim Notice, upon resolution of the matter the Parent and Cornerstone shall promptly deliver to the Fiscal Escrow Agent a written notice executed by both parties instructing the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled Escrow Agent to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer disburse such retained funds pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance PolicyEscrow Agreement in accordance with the resolution of the matter, and (3iv) thatwithin 20 days after delivery of a Claim Notice, except as provided Cornerstone shall deliver to the Parent a Response in paragraph which Cornerstone shall: (ii1) below, in agree that the event that any Bondholder Buyer Indemnitee is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name all of the Bond InsurerClaimed Amount in which case Cornerstone and the Parent shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by Cornerstone and the Parent instructing the Escrow Agent to disburse the Claimed Amount (4or, if lesser, the remaining Escrow Fund) thatto the Buyer Indemnitee, except as provided in paragraph (ii2) below, in agree that the event that such Bondholder Buyer Indemnitee is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first Agreed Amount in which case Cornerstone and the Parent shall deliver to the TrusteeEscrow Agent, which shall note on such Bond within three days following the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name delivery of the Bond InsurerResponse, a written notice executed by Cornerstone and the Parent instructing the Escrow Agent to disburse the Agreed Amount (or, if lesser, the remaining Escrow Fund) to the Fiscal AgentBuyer Indemnitee, which will then pay or (3) dispute that the unpaid portion of principal Buyer Indemnitee is entitled to the Bondholder subject to the terms receive any of the Bond Insurance PolicyClaimed Amount. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto.

Claim Procedure. So long as (a) A Purchaser Indemnified Party that seeks indemnity under this Article VIII will give written notice (a “Claim Notice”) to the Bond Insurance Policy remains in full force and effectShareholder Representative containing (i) a description and, if known, the following provisions shall apply estimated amount of any Losses incurred or reasonably expected to be incurred by such Purchaser Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the Bondsextent of the facts then known by such Purchaser Indemnified Party and (iii) a demand for payment of those Losses. If, in the judgment of the Purchaser Indemnified Party, the facts underlying such Claim Notice concern a single Shareholder, such Shareholder will be provided with a courtesy copy of such Claim Notice at such address that the Purchaser Indemnified Party determines after a reasonably inquiry. (b) Within 60 days after delivery of a Claim Notice, the Shareholder Representative will deliver to the Purchaser Indemnified Party a written response in which the Shareholder Representative will either: (i) Ifagree that the Purchaser Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Purchaser Indemnified Party’s entitlement to indemnification by delivering to the Purchaser Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, on the third day preceding any interest payment date basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Bonds there is not on deposit Shareholder Representative fails to take either of the foregoing actions within 60 days after delivery of the Claim Notice, then the Shareholders will be deemed to have irrevocably accepted the Claim Notice and the Shareholders will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. (d) If the Shareholder Representative delivers an Objection Notice to the Purchaser Indemnified Party within 60 days after delivery of the Claim Notice, then the dispute will be resolved in accordance with the Trustee sufficient moneys available to pay all principal provisions of and interest Section 11.8. (e) The foregoing indemnification payments will be made within five Business Days after the date on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent which (the “Fiscal Agent”i) of the amount of such deficiency. Ifpayments are determined by mutual agreement of the parties, by said interest payment date, the Issuer has not provided (ii) the amount of such deficiency, the Trustee shall simultaneously make available to the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer are determined pursuant to (iSection 8.5(c) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with if an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (ii) In the event that the Trustee Objection Notice has notice that any payment of principal of or interest on a Bond has not been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy timely delivered in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. Section 8.5(b) or (iii) The Bond Insurer shall, both such amount and the Shareholders’ obligation to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of pay such payments amount have been determined in accordance with Section 8.5(d) if an Objection Notice has been timely delivered in accordance with Section 8.5(b) (the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto“Settlement Date”).

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effect, the following provisions shall apply to the Bonds: (i) IfIn order for any Indemnified Person to be entitled to make a claim for indemnification under this Article 9, Parent will deliver a written notice (an “Indemnification Claim Notice”) to the Securityholder Representative, as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to a claim for Losses pursuant to this Article 9. Parent may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date of delivery thereof. Each Indemnification Claim Notice will specify in reasonable detail the nature of, the facts, circumstances and the amount or a good faith estimate (to the extent ascertainable) of the potential Losses against which such Indemnified Person seeks indemnification for, such claim asserted, and the provisions of this Agreement upon which such claim for indemnification is made; provided, however, any failure by Parent to give such prompt Indemnification Claim Notice will not relieve the Indemnifying Securityholders of their indemnification obligations, except and only to the extent that the Indemnifying Securityholders are actually and materially prejudiced thereby. (ii) After delivery of an Indemnification Claim Notice to the Securityholder Representative, (i) Parent will, upon written request from the Securityholder Representative, supply and make available to the Securityholder Representative and its Representatives (at the Securityholder Representative’s cost and expense on behalf of the third day preceding Indemnifying Securityholders) all relevant information in its or its Affiliates’ possession relating to the claim reasonably requested by the Securityholder Representative (except to the extent that such action could jeopardize attorney-client privilege; provided, however, Parent will use its commercially reasonable efforts to provide such information in such format to the Securityholder Representative, or on an outside-counsel-only basis or in such other manner, that would not result in the loss of such attorney-client privilege) and (ii) Parent will, and will cause its Representatives, to (A) be reasonably available to the Indemnifying Securityholder and its Representatives (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) on reasonable advance notice during normal business hours to discuss such claim, (B) render to the Securityholder Representative and its Representatives such assistance as may reasonably be requested by the Securityholder Representative, (C) provide reasonable access to such books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the Securityholder Representative and/or its Representatives may reasonably require (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) (provided, however, Parent’s accountants will not be obligated to make any interest payment date for working papers available to the Bonds there is not on deposit Securityholder Representative or its Representatives unless and until the Securityholder Representative or its Representatives, as applicable, have signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such accountants), and (D) otherwise cooperate with the Trustee sufficient moneys available Securityholder Representative and its Representatives in good faith (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders). Without limiting the foregoing, such cooperation will include the retention and (upon the Securityholder Representative’s request) the provision to pay all principal of and interest on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York Securityholder Representative or its successor as its Fiscal Agent Representatives of books, records and other documents and information which are actually and reasonably relevant to such claim. (iii) The Securityholder Representative may, within 30 days after receipt of an Indemnification Claim Notice, deliver to Parent a written response (an “Indemnification Claim Response”) disputing such claim, which response must state (A) in reasonable detail the reasons why the Securityholder Representative disputes such claim, together with reasonable supporting detail, and (B) in respect of such claim, (I) that the Indemnified Person is entitled to receive an amount (the “Fiscal AgentAgreed Amount”) of cash that is less than the amount of all Losses set forth in such Indemnification Claim Notice or (II) that the Indemnified Person is not entitled to recovery in connection with the matters claimed in the Indemnification Claim Notice. Acceptance by an Indemnified Person of an Agreed Amount will be without prejudice to the Indemnified Person’s right to claim the balance of the Losses claimed in such Indemnification Claim Notice. (iv) Any Losses (or portion thereof) claimed in an Indemnification Claim Notice or any other matter set forth therein will be deemed to be finally resolved for purposes of this Article 9: upon the earlier of (A) such amounts (or portions thereof) or other matters having been resolved by a written agreement executed by the Securityholder Representative, on behalf of the Indemnifying Securityholders, and Parent, (B) such amounts (or portions thereof) or other matters having been resolved by a final, nonappealable order, decision or ruling of a court of competent jurisdiction or arbitrator with respect to such amounts or matters in dispute, or portions thereof and (C) 30 days after delivery of such Indemnification Claim Notice if the Securityholder Representative fails to deliver an Indemnification Claim Response in respect thereof prior to the expiry of such 30 day period (clauses (A), (B) and (C), together, a “Final Resolution”). (v) If any amount is payable to Parent pursuant to a Final Resolution, (i) to the extent such payment will be made from the Escrow Fund, the Securityholder Representative and Parent will promptly jointly instruct the Escrow Agent to release to Parent from the Escrow Fund such amount, and (ii) to the extent that the amount remaining in the Escrow Fund is insufficient to cover such amount each Indemnifying Securityholder will, subject to the limitations contained in Section 9.3, within ten Business Days following the date of the determination of the Agreed Amount, pay such Indemnifying Securityholder’s Pro Rata Portion (as of the date of such determination) of the amount of such deficiency. If, by said interest payment date, the Issuer has not provided the amount of such deficiency, the Trustee shall simultaneously make available shortfall to the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance PolicyParent. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto.

Claim Procedure. So long as (a) Any party to this Agreement who desires to seek indemnification under this Article 8 (an "INDEMNIFIED PARTY") shall give written notice (a "CLAIM NOTICE") explaining in reasonable detail the Bond Insurance Policy remains in full force and effectnature of the Loss, the following provisions amount of the Loss (the "CLAIM AMOUNT"), if known, and the parties known to be involved, if applicable, to each party responsible or alleged to be responsible for indemnification hereunder (an "Indemnitor"); PROVIDED that each Seller shall apply be deemed to have received any Claim Notice delivered to the BondsSellers' Representative. If ADAC wishes to withhold from any payment of any Contingent Merger Amount or Contingent Payment Amount the aggregate amount of any Claim Amounts (the "AGGREGATE POTENTIAL CLAIM AMOUNT"), then ADAC may, pursuant to Section 9.7, so notify the Sellers' Representative in the Claim Notice or otherwise and withhold from the Contingent Merger Amount or Contingent Payment Amount, as applicable, an amount not to exceed the Aggregate Potential Claim Amount (the "WITHHELD AMOUNT"), subject to the limitation on Sellers' liability under this Article 8. If ADAC wishes to make a claim against the Escrow Amount with respect to any matter set forth in Section 8.1(a) above, then ADAC may deliver to the Escrow Agent a Claim Notice signed by one or more of its officers. (b) Within thirty (30) days after delivery of a Claim Notice (the "RESPONSE PERIOD"), each Indemnitor shall deliver to the Indemnified Party a written notice (a "RESPONSE NOTICE") as to the extent to which such Indemnitor disputes the claim described in the Claim Notice. Notwithstanding the foregoing, in the event a Claim Notice is delivered or deemed delivered to a Seller, the Sellers' Representative shall deliver to ADAC and, at ADAC's instruction, to the Escrow Agent within the Response Period a Response Notice containing: (i) If, on the third day preceding any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available to pay all principal of and interest on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) of the amount of such deficiency. If, by said interest payment date, the Issuer has not provided the amount of such deficiency, the Trustee shall simultaneously make available instructions to the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) effect that the Bond Insurer will remit to them all or part of the interest payments coming due subject Escrow Amount and/or the Withheld Amount (collectively, the "RETAINED AMOUNT") in an amount equal to the terms Claim Amount set forth in such Claim Notice has been or should be released to ADAC and, if sent to the Escrow Agent at ADAC's instruction, directing the Escrow Agent to release to ADAC in accordance with ADAC's instructions all or part of the Bond Insurance PolicyEscrow Amount in an amount not to exceed the Claim Amount set forth in such Claim Notice (or, (3) thatif the Escrow Amount is less than such released amount, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first then an amount equal to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy.Escrow Amount); or (ii) In instructions to the event effect that all or part of the Trustee has notice that any payment Retained Amount in an amount equal to a specified portion (but not the entire amount) of principal of or interest on a Bond the Claim Amount set forth in such Claim Notice has been recovered from a Bondholder pursuant or should be released to ADAC and, if sent to the United States Bankruptcy Code by a trustee in bankruptcy Escrow Agent at ADAC's instruction, directing the Escrow Agent to release to ADAC all or part of the Escrow Amount in accordance with ADAC's instructions in an amount not to exceed such specified portion of the finalClaim Amount (or, nonappealable order if the Escrow Amount is less than such specified portion of a court having competent jurisdictionthe Claim Amount released by the Sellers' Representative, the Trustee shall, at the time it provides notice then an amount equal to the Bond InsurerEscrow Amount), notify all Bondholders together with a statement that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent remaining portion of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made.Claim Amount is being disputed; or (iii) The Bond Insurer shalla statement that the entire Claim Amount set forth in such Claim Notice is being disputed. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the extent it makes payment entire Claim Amount described in the related Claim Notice. If an Indemnitor does not dispute all or part of principal of or interest on the Bondsa Claim Amount described in a Claim Notice, become subrogated whether by failing to the rights of the recipients of such payments give a timely Response Notice in accordance with the terms hereof or otherwise, then the amount of the Bond Insurance Policy Claim Amount not in dispute (the "UNDISPUTED CLAIM AMOUNT") shall be conclusively deemed to be an obligation of such Indemnitor and, if the Indemnitor is a Seller, then the Seller shall be deemed to evidence such subrogationhave given instructions to the Sellers' Representative, (i) in ADAC and the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof Escrow Agent that all or part of the payment of interest thereon Retained Amount in an amount equal to the Bondholders of such Bonds Undisputed Claim Amount has been or should be released to ADAC. The parties acknowledge and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof agree that no portion of the payment of principal thereof Retained Amount shall be released with respect to the Bondholders of a Disputed Amount (as defined in paragraph (c) below) unless and until such Bondsdispute has been resolved in accordance with paragraph (c) below. Notwithstanding anything to the contrary contained in this authorizing document Article 8 and without limitation, ADAC may, in its sole discretion, exercise its rights under this Article 8 by proceeding directly against an Indemnitor, exercising its right of set-off against any Contingent Merger Amount or Contingent Payment Amount or seeking recovery from the Escrow Amount, in each case pursuant to the terms of this Agreement. In addition, the parties agree that any payment received or to be received by a party with respect to a claim under this Article 8 shall be reduced by any insurance proceeds previously received by such party with respect to such claim. (c) If a Response Notice delivered by the Indemnitor in response to a Claim Notice contains a statement that all or a portion of the Claim Amount set forth in such Claim Notice is being disputed (such disputed Claim Amount or the Bonds disputed portion thereof being referred to as the "DISPUTED AMOUNT" ), the parties shall promptly and reasonably attempt in good faith to resolve any dispute arising out of or relating to the contrarymatter to which the Disputed Amount relates by negotiations between Xxxxxx Xxxxxx, Xxx Xxxxxx or Xxxxxx Xxxxxx, or if none of those individuals are available, the Trustee shall make payment Chief Executive Officer of ADAC, on the one hand, and the Sellers' Representative, on the other hand. If the parties to such negotiation are unable to resolve such dispute within thirty (30) days after delivery of such past due interest and past due principal directly Response Notice, the dispute shall be submitted to the Bond Insurer to the extent that the Bond Insurer is a subrogee arbitration in accordance with respect theretoSection 9.15.

Claim Procedure. So long (a) If any Indemnified Party determines in good faith that there is or has been a Damage Event giving rise to an indemnification obligation under Section 7.5 of the Merger Agreement, and such Indemnified Party wishes to make a claim against the Indemnity Escrow Shares with respect to such possible Damage Event, then such Indemnified Party shall deliver to the Shareholder Agent (with a copy to the Escrow Agent) a written notice of such possible Damage Event (a "Claim Notice") setting forth (i) a brief description of the circumstances supporting such Indemnified Party's belief that such possible Damage Event exists or has occurred, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of all Losses that have arisen and may arise as a direct or indirect result of such possible Damage Event (such aggregate amount being referred to as the Bond Insurance Policy remains "Claim Amount"). (b) If the Shareholder Agent shall object in full force and effectgood faith to any portion of any Claim Amount specified in any Claim Notice, the following provisions shall apply Shareholder Agent shall, within thirty (30) calendar days after the deemed delivery by the Indemnified Party to the Bonds:Shareholder Agent of such Claim Notice in accordance with Section 13.4, deliver to the Escrow Agent (with a copy to the Indemnified Party) a certificate, executed by the Shareholder Agent (a "Certificate of Objections"): (i) Ifspecifying each such amount to which the Shareholder Agent objects in good faith; and (ii) specifying in reasonable detail the nature and basis for each such good faith objection. (c) If the Escrow Agent shall not have received a Certificate of Objections objecting to a Claim Amount within thirty (30) calendar days after delivery to the Shareholder Agent of a Claim Notice specifying such Claim Amount, on the third day preceding any interest payment date for Shareholders and the Bonds there is not on deposit with Shareholder Agent shall be deemed to have acknowledged that the Trustee sufficient moneys available to pay all principal of and interest on the Bonds due Claim Amount claimed on such dateClaim Notice is correct and final and the Escrow Agent shall, transfer to such Indemnified Party from the Trustee shall immediately notify Indemnity Escrow Shares (such transfer to be applied and deducted from the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) Indemnity Escrow Shares pro rata in accordance with each Indemnity Shareholder's pro rata share of the amount Indemnity Escrow Shares) that number of such deficiency. If, by said interest payment date, the Issuer has not provided the amount of such deficiency, the Trustee shall simultaneously make available Indemnity Escrow Shares having a value equal to the Bond Insurer and to quotient of (i) the Fiscal Agent aggregate Losses suffered or incurred by such Indemnified Party, divided by (ii) the registration books for the Bonds maintained by the Trustee. In addition: greater of (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer Pubco PIPE Share Price, and (2) to pay principal the average closing bid price (or last sale price) of the Bonds surrendered Pubco Common Stock for the twenty (20) trading days prior to the Fiscal Agent date such Losses were incurred (the “Escrow Share Value”). (d) If a Certificate of Objections delivered by the Bondholders entitled Shareholder Agent in response to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available a Claim Notice contains instructions to the Bond Insurer pursuant effect that Indemnity Escrow Shares having an Escrow Share Value equal to a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice are to transferred to an Indemnified Party, then (i) above, notify Bondholders entitled the Escrow Agent shall be authorized to receive the payment transfer to such Indemnified Party that number of principal of or interest on the Bonds from the Bond Insurer (1) as Indemnity Escrow Shares having an Escrow Share Value equal to the fact such specified portion of such entitlementClaim Amount, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph and (ii) belowthe procedures set forth in Section 5.2(e) below shall be followed with respect to the remaining portion of such Claim Amount. (e) If the Escrow Agent shall have received a Certificate of Objections within thirty (30) calendar days after delivery to the Shareholder Agent of a Claim Notice, disputing all or a portion of the Claim Amount set forth in such Claim Notice (such Claim Amount or the disputed portion thereof being referred to as the "Disputed Amount"), then, notwithstanding anything contained in Section 6 hereof, the Escrow Agent shall continue to hold in the event that Escrow Account (in addition to any Bondholder is entitled other Escrow Shares permitted to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer be retained in the form provided on Escrow, whether in connection with any other dispute or otherwise), Escrow Shares having an Escrow Share Value equal to 100% of the Bond executed Disputed Amount. Such Escrow Shares shall continue to be held in the name Escrow Account until such time as (i) the applicable Indemnified Party and the Shareholder Agent execute a settlement agreement containing instructions regarding the release of the Bond Insurersuch shares, and (4) thata copy of such settlement agreement is provided to Escrow Agent, except as provided in paragraph or (ii) belowthe Escrow Agent receives a copy of a final, in non-appealable court order of a court of competent jurisdiction containing instructions to the event that Escrow Agent regarding the release of such Bondholder is entitled to receive partial payment of principal Escrow Shares. The Escrow Agent shall thereupon release such Escrow Shares from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy Escrow Account in accordance with the final, nonappealable order of a instructions set forth in such settlement agreement or court having competent jurisdictionorder. (f) Notwithstanding anything to the contrary set forth in this Section 5, the Trustee shallEscrow Agent shall not release to an Indemnified Party, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will and no Indemnified Party shall be entitled to payment from the Bond Insurer to the extent receive, any Escrow Shares in respect of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights indemnification obligations under Section 7.5 of the recipients Merger Agreement unless and until the aggregate Losses incurred by all Indemnified Parties resulting from one or more Damage Events exceeds the Damage Threshold of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto$100,000.

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effect, the following provisions shall apply (a) A party that seeks indemnity under this Article 9 (an “Indemnified Party”) will give written notice (a “Claim Notice”) to the Bonds: party from whom indemnification is sought (an “Indemnifying Party”) containing (i) a description and, if known, the estimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Party, and (ii) a reasonable explanation of the basis for the Claim Notice to the extent of the facts then known by the Indemnified Party. (b) Within thirty (30) days after delivery of a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a written response to such Claim Notice. If the Indemnifying Party fails to so respond within thirty (30) days after delivery of the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and agreed to pay the Losses at issue in the Claim Notice. (c) If, on within thirty (30) days after delivery of the third day preceding any interest payment date Claim Notice, the Indemnifying Party delivers a written notice disputing the Indemnified Party’s entitlement to indemnification for the Bonds there is not on deposit Losses described in the Claim Notice, then the dispute may be resolved by any legally available means consistent with the Trustee sufficient moneys provisions of Section 10.11. (d) Any indemnification of the Purchaser Indemnified Parties pursuant to this Article 9 will be satisfied by payment from the Earnout Payments and Additional Earnout Payments, if any, as defined in the Earnout Agreement, until the funds contained in the Earnout Payments and Additional Earnout Payments, if any, are exhausted or released. (e) Any indemnification payment pursuant to this Article 9 will be effected by wire transfer of immediately available funds from the Indemnifying Party to pay all principal of an account designated by the Indemnified Party, and interest will be made within five (5) Business Days after the date on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent which (the “Fiscal Agent”i) of the amount of such deficiency. Ifpayments are determined by mutual agreement of the parties, by said interest payment date, the Issuer has not provided (ii) the amount of such deficiency, the Trustee shall simultaneously make available to the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer are determined pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (ii) In the event that the Trustee Section 9.3 if a written response has notice that any payment of principal of or interest on a Bond has not been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy timely delivered in accordance with Section 9.3(b) or (iii) both such amount and the final, nonappealable order Indemnifying Party’s obligation to pay such amount have been finally determined by a final Judgment of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, jurisdiction over such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have proceeding as permitted by Section 10.11 if a written response has been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments timely delivered in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect theretoSection 9.3(b).

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effect, the following provisions shall apply to the Bonds: (i) IfIn order for any Indemnified Person to be entitled to make a claim for indemnification under this Article 8, Parent shall deliver a written notice (an “Indemnification Claim Notice”) to the Securityholder Representative, as promptly as reasonably practicable after it acquires knowledge of the fact, event or circumstance giving rise to a claim for Losses pursuant to this Article 8. Parent may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date of delivery thereof. Each Indemnification Claim Notice shall specify in reasonable detail the nature of, the facts, circumstances and the amount or a good faith estimate (to the extent ascertainable) of the potential Losses against which such Indemnified Person seeks indemnification for, such claim asserted, and the provisions of this Agreement upon which such claim for indemnification is made; provided, however, any failure by Parent to give such prompt Indemnification Claim Notice shall not relieve the Indemnifying Securityholders of their indemnification obligations, except and only to the extent that the Indemnifying Securityholders are actually and materially prejudiced thereby. (ii) After delivery of an Indemnification Claim Notice to the Securityholder Representative, (A) Parent shall, upon written request from the Securityholder Representative, supply and make available to the Securityholder Representative and its Representatives (at the Securityholder Representative’s cost and expense on behalf of the third day preceding Indemnifying Securityholders) all relevant information in its or its Affiliates’ possession relating to the claim reasonably requested by the Securityholder Representative (except to the extent that such action could jeopardize attorney-client privilege; provided, however, Parent shall use its commercially reasonable efforts to provide such information in such format to the Securityholder Representative, or on an outside-counsel-only basis or in such other manner, that would not result in the loss of such attorney-client privilege) and (B) Parent shall, and shall cause its Representatives, to (1) be reasonably available to the Securityholder Representative (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) on reasonable advance notice during normal business hours to discuss such claim, (2) render to the Securityholder Representative and its Representatives such assistance as may reasonably be requested by the Securityholder Representative, (3) provide reasonable access to such books, records, accountant work papers and other documents or information in their possession or that may be reasonably obtained as the Securityholder Representative and/or its Representatives may reasonably require (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders) (provided, however, Parent’s accountants shall not be obligated to make any interest payment date for working papers available to the Bonds there is not on deposit Securityholder Representative or its Representatives unless and until the Securityholder Representative or its Representatives, as applicable, have signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such accountants), and (4) otherwise cooperate with the Trustee sufficient moneys available Securityholder Representative and its Representatives in good faith (at the Securityholder Representative’s cost and expense on behalf of the Indemnifying Securityholders). Without limiting the foregoing, such cooperation shall include the retention and (upon the Securityholder Representative’s request) the provision to pay all principal of and interest on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York Securityholder Representative or its successor as its Fiscal Agent Representatives of books, records and other documents and information which are actually and reasonably relevant to such claim. (iii) The Securityholder Representative may, within thirty (30) days after receipt of an Indemnification Claim Notice, deliver to Parent a written response (an “Indemnification Claim Response”) disputing such claim, which response must state (A) in reasonable detail the reasons why the Securityholder Representative disputes such claim, together with reasonable supporting detail, and (B) in respect of such claim, (1) that the Indemnified Person is entitled to receive an amount (the “Fiscal AgentAgreed Amount”) of cash that is less than the amount of all Losses set forth in such Indemnification Claim Notice or (2) that the Indemnified Person is not entitled to recovery in connection with the matters claimed in the Indemnification Claim Notice. Acceptance by an Indemnified Person of an Agreed Amount shall be without prejudice to the Indemnified Person’s right to claim the balance of the Losses claimed in such Indemnification Claim Notice. (iv) Any Losses (or portion thereof) claimed in an Indemnification Claim Notice or any other matter set forth therein shall be deemed to be finally resolved for purposes of this Article 8 upon the earlier of (A) such amounts (or portions thereof) or other matters having been resolved by a written agreement executed by the Securityholder Representative, on behalf of the Indemnifying Securityholders, and Parent, (B) such amounts (or portions thereof) or other matters having been resolved by a final, nonappealable order, decision or ruling of a court of competent jurisdiction or arbitrator with respect to such amounts or matters in dispute, or portions thereof and (C) thirty (30) days after delivery of such Indemnification Claim Notice if the Securityholder Representative fails to deliver an Indemnification Claim Response in respect thereof prior to the expiry of such thirty (30) day period (clauses (A), (B) and (C), together, a “Final Resolution”). (v) If any amount is payable to Parent pursuant to a Final Resolution, (A) to the extent such payment will be made from the Escrow Fund, the Securityholder Representative and Parent shall promptly jointly instruct the Escrow Agent to release to Parent from the Escrow Fund such amount, and (B) to the extent that the amount remaining in the Indemnity Escrow Fund is insufficient to cover such amount each Indemnifying Securityholder shall, subject to the limitations contained in Section 8.3, within ten (10) Business Days following the date of the determination of the Agreed Amount, pay such Indemnifying Securityholder’s Pro Rata Portion (as of the date of such determination) of the amount of such deficiency. If, by said interest payment date, the Issuer has not provided the amount of such deficiency, the Trustee shall simultaneously make available shortfall to the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance PolicyParent. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto.

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effect, the following provisions shall apply to the Bonds: (i) If, on the third day preceding any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available to pay all principal of and interest on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) of the amount of such deficiency. If, by said interest payment date, the Issuer has not provided the amount of such deficiency, the Trustee shall simultaneously make available to the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (iia) In the event that the Trustee has notice that any payment Escrow Agent receives a Notice of principal Claim from Parent, the Escrow Agent shall notify the Shareholders of or interest on the receipt of such Notice of Claim within five (5) business days by sending a Bond has been recovered from a Bondholder pursuant copy of the Notice of Claim, marked to show the date of receipt by the Escrow Agent, to the United States Bankruptcy Code Shareholders with a copy of such transmittal to Parent. If the Shareholders wish to dispute the claim against the Escrow Fund contained in the Notice of Claim, they shall send a notice to the Escrow Agent with a copy of such transmittal to Parent that it disputes the claim against the Escrow Fund in the form specified in Section 13(d) of this Agreement (a "Notice of Dispute"). Such Notice of Dispute must be received by the Escrow Agent within fifteen (15) business days after the receipt by the Escrow Agent of the Notice of Claim (the "Notice Period"). (b) If the Escrow Agent receives a trustee in bankruptcy Notice of Dispute from the Shareholders, within the Notice Period the Escrow Agent shall not release any portion of the Escrow Fund subject to such Notice of Claim and Notice of Dispute until the Escrow Agent receives a Notice of Settlement or a Court Order directing the Escrow Agent to cause the delivery of all or a specified portion of the Escrow Fund to the appropriate party or parties. Upon receipt of such Notice of Settlement or Court Order, the Escrow Agent shall deliver the stock certificate to Parent's transfer agent and instruct the agent to issue new stock certificates in accordance with the final, nonappealable order directions contained in the Notice of a court having competent jurisdiction, Settlement or Court Order and the Trustee shall, at the time it provides notice provisions of this Agreement and to issue to the Bond Insurer, notify all Bondholders that Escrow Agent a new certificate for the balance of the Escrow Shares remaining in the event that Escrow Fund. The Escrow Agent shall distribute any Bondholder’s payment is so recovered, such Bondholder will be entitled shares issued to payment from the Bond Insurer any party hereof pursuant to the extent terms of such recovery, and this Section 6(b) within fifteen (15) business days following receipt of the Trustee shall furnish to the Bond Insurer its records evidencing the payments Notice of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were madeSettlement or Court Order. (iiic) The Bond Insurer If the Escrow Agent does not receive a Notice of Dispute within the Notice Period, Escrow Agent shall, to within fifteen (15) business days following the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights expiration of the recipients Notice Period, distribute the number of such payments Escrow Shares specified in the Notice of Claim in accordance with the terms directions contained therein and the provisions of this Agreement. (d) Notwithstanding the receipt of one or more Notices of Dispute, the Escrow Agent shall release the appropriate number of Escrow Shares specified in a Notice of Claim for which no Notice of Dispute has been timely received regardless of whether such release would cause the remaining number of Escrow Shares to be less than the number of Escrow Shares subject to other Notices of Claim or Notices of Dispute which have been timely received by the Escrow Agent. (e) At the discretion of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interestShareholders, the Trustee shall note Shareholders may elect to substitute cash for any Escrow Shares subject to a Claim. Upon written notice of such election, signed by Parent and the Bond Insurer’s rights as subrogee on Shareholders and indicating the registration books maintained by the Trustee upon number of Escrow shares to be released and receipt from the Bond Insurer of proof of the payment of interest thereon cash substitution, the Escrow Agent shall deliver the Escrow Shares so substituted to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect theretoShareholders.

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effectFor purposes of clarification, the following provisions shall apply to the Bonds: (i) Ifclaims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, on (ii) in order to seek indemnification under this Article VIII, Parent shall deliver a Claim Notice to the third day preceding Shareholder Representative and the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available to pay all principal of and interest on the Bonds due on such dateClaim Notice hereunder, the Trustee applicable representation or warranty shall immediately notify survive until, but only to the Bond Insurer extent of, and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) for purposes of the amount of such deficiency. If, by said interest payment dateresolution of, the Issuer has not provided the amount specific matter covered by such notice, and (iv) within twenty (20) days after delivery of such deficiencya Claim Notice, the Trustee Shareholder Representative shall simultaneously make available deliver to Parent a Response in which the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: Shareholder Representative shall: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders agree that Parent is entitled to receive principal or interest payments from the Bond Insurer under the terms all of the Bond Insurance Policy Claimed Amount (in which case the Shareholder Representative and Parent shall make arrangements deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Shareholder Representative and Parent instructing the Escrow Agent to release to Parent for cancellation a number of Escrowed Shares equal in value to the Bond Insurer and its Fiscal Agent Claimed Amount (1valuing the Escrowed Shares for such purpose in the manner set forth in the Escrow Agreement) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from or, if less, the Bond Insurer and number of Escrowed Shares remaining in the Escrow Fund; (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders agree that Parent is entitled to receive the payment of principal of or interest on Agreed Amount (in which case the Bonds from the Bond Insurer (1) as Shareholder Representative and Parent shall deliver to the fact of such entitlementEscrow Agent, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, within three (3) thatdays following the delivery of the Response, except as provided a written notice executed by the Shareholder Representative and Parent instructing the Escrow Agent to release to Parent for cancellation a number of Escrowed Shares equal in paragraph value to the Agreed Amount (ii) below, valuing the Escrowed Shares for such purpose in the event manner set forth in the Escrow Agreement) or, if less, the number of Escrowed Shares remaining in the Escrow Fund; or (3) dispute that any Bondholder Parent is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name any of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance PolicyClaimed Amount. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto.

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effect(a) If Electrum seeks remedies under this Article 10, it will give written notice (a “Claim Notice”) to Grove containing (i) a description and, if known, the following provisions shall apply estimated amount of any Losses incurred or reasonably expected to be incurred as a result of the inaccuracy or breach, (ii) a reasonable explanation of the basis for the Claim Notice to the Bondsextent of the facts then known by Electrum and (iii) a demand for the release of shares of Common Stock from the Escrow Account. (b) Within 30 days after delivery of a Claim Notice, Grove will deliver to Electrum a written response in which Grove will either: (i) If, on the third day preceding any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available to pay all principal of and interest on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) of the amount of such deficiency. If, by said interest payment date, the Issuer has not provided the amount of such deficiency, the Trustee shall simultaneously make available to the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) Agree that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder Electrum is entitled to receive full payment all of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer Losses at issue in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy.Claim Notice; or (ii) In Dispute Electrum’s entitlement to receive all or any part of the event Losses by delivering to Electrum a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Trustee has notice that any payment Indemnifying Party fails to take either of principal the foregoing actions within 30 days after delivery of or interest on a Bond has been recovered from a Bondholder the Claim Notice, then the Indemnifying Party will be deemed to have irrevocably accepted the Claim Notice and the Indemnifying Party will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. (d) If Grove delivers an Objection Notice to the Indemnified Party within 30 days after delivery of the Claim Notice, then the dispute will be resolved by binding arbitration before three arbitrators in Dallas, Texas pursuant to the United States Bankruptcy Code rules of the American Arbitration Association. (e) Any Claim Notice and any Objection Notice will be contemporaneously delivered to the Escrow Agent. (f) Any Losses paid under Sections under this Article will be paid exclusively by a trustee in bankruptcy release of shares of Common Stock from the Escrow Account established in accordance with the final, nonappealable order provisions of a court having competent jurisdiction, the Trustee shall, at the time it provides notice Escrow Agreement in an amount equal to the Bond Insurer, notify all Bondholders that in amount of the event that any Bondholder’s payment is so recovered, such Bondholder Losses. Shares of Common Stock released from the Escrow Account will be entitled considered surrendered by Grove to payment Electrum for cancellation. The value of each share of Common Stock released from the Bond Insurer Escrow Account and surrendered to Electrum will be equal to the extent average closing price for a share of such recovery, and Common Stock for the Trustee shall furnish to 20 Trading Days preceding the Bond Insurer its records evidencing date of the payments of principal of and interest Claim Notice on the Bonds which have been made by Principal Exchange (the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made“Market Value”). (iiig) The Bond Insurer shall, Escrow Agreement will provide that one-half of the Escrow Shares will be released within 30 days after receipt of the independent auditors’ report with respect to the extent it makes payment financial statements of principal Electrum for the year ended December 31, 2006, if there is not then outstanding any Claim Notice that has not been resolved pursuant to this Section. The Escrow Agreement will provide that the remaining one-half of or interest on the Bonds, become subrogated Escrow Shares will be released within 30 days after receipt of the independent auditors’ report with respect to the rights financial statements of Electrum for the year ended December 31, 2007, if there is not then outstanding any Claim Notice that has not been resolved pursuant to this Section. If a Claim Notice remains outstanding 30 days after receipt of the recipients independent auditors’ report with respect to the financial statements of Electrum for the year ended December 31, 2007, then a number of Escrow Shares shall be retained in the Escrow Account with a Market Value equal to the good faith amount of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence claim as determined by Electrum until such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon claim is resolved pursuant to the Bondholders provisions of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect theretoSection 9.2.

Claim Procedure. So long as (a) A Purchaser Indemnified Party that seeks indemnity under this Article VIII will give written notice (a “Claim Notice”) to the Bond Insurance Policy remains in full force and effectShareholder Representative containing (i) a description and, if known, the following provisions shall apply estimated amount of any Losses incurred or reasonably expected to be incurred by such Purchaser Indemnified Party, (ii) a reasonable explanation of the basis for the Claim Notice to the Bondsextent of the facts then known by such Purchaser Indemnified Party and (iii) a demand for payment of those Losses. If, in the judgment of the Purchaser Indemnified Party, the facts underlying such Claim Notice concern a single Shareholder, such Shareholder will be provided with a courtesy copy of such Claim Notice at such address that the Purchaser Indemnified Party determines after a reasonably inquiry. (b) Within 60 days after delivery of a Claim Notice, the Shareholder Representative will deliver to the Purchaser Indemnified Party a written response in which the Shareholder Representative will either: (i) Ifagree that the Purchaser Indemnified Party is entitled to receive all of the Losses at issue in the Claim Notice; or (ii) dispute the Purchaser Indemnified Party’s entitlement to indemnification by delivering to the Purchaser Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, on the third day preceding any interest payment date basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. (c) If the Bonds there is not on deposit Shareholder Representative fails to take either of the foregoing actions within 60 days after delivery of the Claim Notice, then the Shareholders will be deemed to have irrevocably accepted the Claim Notice and the Shareholders will be deemed to have irrevocably agreed to pay the Losses at issue in the Claim Notice. (d) If the Shareholder Representative delivers an Objection Notice to the Purchaser Indemnified Party within 60 days after delivery of the Claim Notice, then the dispute will be resolved in accordance with the Trustee sufficient moneys available to pay all principal provisions of and interest Section 11.8. -57- (e) The foregoing indemnification payments will be made within five Business Days after the date on the Bonds due on such date, the Trustee shall immediately notify the Bond Insurer and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent which (the “Fiscal Agent”i) of the amount of such deficiency. Ifpayments are determined by mutual agreement of the parties, by said interest payment date, the Issuer has not provided (ii) the amount of such deficiency, the Trustee shall simultaneously make available to the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer are determined pursuant to (iSection 8.5(c) above, notify Bondholders entitled to receive the payment of principal of or interest on the Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with if an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (ii) In the event that the Trustee Objection Notice has notice that any payment of principal of or interest on a Bond has not been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy timely delivered in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. Section 8.5(b) or (iii) The Bond Insurer shall, both such amount and the Shareholders’ obligation to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of pay such payments amount have been determined in accordance with Section 8.5(d) if an Objection Notice has been timely delivered in accordance with Section 8.5(b) (the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto“Settlement Date”).

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effectFor purposes of clarification, the following provisions shall apply to the Bonds: (i) Ifclaims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, on (ii) in order to seek indemnification under this Article VIII, Parent shall deliver a Claim Notice to the third day preceding Shareholder Representative and the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available to pay all principal of and interest on the Bonds due on such dateClaim Notice hereunder, the Trustee applicable representation or warranty shall immediately notify survive until, but only to the Bond Insurer extent of, and U.S. Bank Trust National Association, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) for purposes of the amount of such deficiency. If, by said interest payment dateresolution of, the Issuer has not provided the amount specific matter covered by such notice, and (iv) within twenty (20) days after delivery of such deficiencya Claim Notice, the Trustee Shareholder Representative shall simultaneously make available deliver to Parent a Response in which the Bond Insurer and to the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: Shareholder Representative shall: (1) The Trustee shall provide the Bond Insurer with a list of the Bondholders agree that Parent is entitled to receive principal or interest payments from the Bond Insurer under the terms all of the Bond Insurance Policy Claimed Amount (in which case the Shareholder Representative and Parent shall make arrangements deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Shareholder Representative and Parent instructing the Escrow Agent to release to Parent for cancellation a number of Escrowed Shares equal in value to the Bond Insurer and its Fiscal Agent Claimed Amount (1valuing the Escrowed Shares for such purpose in the manner set forth in the Escrow Agreement) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from or, if less, the Bond Insurer and number of Escrowed Shares remaining in the Escrow Fund; (2) to pay principal of the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders agree that Parent is entitled to receive the payment of principal of or interest on Agreed Amount (in which case the Bonds from the Bond Insurer (1) as Shareholder Representative and Parent shall deliver to the fact of such entitlementEscrow Agent, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, within three (3) thatdays following the delivery of the Response, except as provided a written notice executed by the Shareholder Representative and Parent instructing the Escrow Agent to release to Parent for cancellation a number of Escrowed Shares equal in paragraph value to the Agreed Amount (ii) below, valuing the Escrowed Shares for such purpose in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer manner set forth in the form provided on the Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto.-48-

Claim Procedure. So long as the Bond Insurance Policy remains in full force and effectFor purposes of clarification, the following provisions shall apply to the Bonds: (i) Ifclaims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the thirtieth (30th) day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates, on the third day preceding any interest payment date for the Bonds there is not on deposit with the Trustee sufficient moneys available (ii) in order to pay all principal of and interest on the Bonds due on such dateseek indemnification under this Article VIII, the Trustee Parent shall immediately notify deliver a Claim Notice to the Bond Insurer Member Representatives, and U.S. Bank Trust National Associationif the Parent is seeking to enforce such claim pursuant to the Escrow Agreement, New York, New York or its successor as its Fiscal Agent (the “Fiscal Agent”) Parent shall deliver a copy of the amount Claim Notice to the Escrow Agent in the form prescribed by the Escrow Agreement, (iii) upon delivery of such deficiency. If, by said interest payment dateany Claim Notice hereunder, the Issuer has not provided applicable representation or warranty shall survive until, but only to the amount extent of, and for purposes of such deficiencythe resolution of, the Trustee specific matter covered by such notice, and (iv) within twenty (20) days after delivery of a Claim Notice, the Member Representatives shall simultaneously make available deliver to the Bond Insurer and to Parent a Response in which the Fiscal Agent the registration books for the Bonds maintained by the Trustee. In addition: Member Representatives shall: (1) The Trustee shall provide agree that the Bond Insurer with a list of the Bondholders Parent is entitled to receive principal or interest payments from the Bond Insurer under the terms all of the Bond Insurance Policy Claimed Amount (in which case the Member Representatives and the Parent shall make arrangements for deliver to the Bond Insurer Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Member Representatives and its Fiscal the Parent instructing the Escrow Agent to release the Claimed Amount (1or, if lesser, the amount remaining in the Escrow Account) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and Parent); (2) to pay principal of agree that the Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (2) The Trustee shall, at the time it makes the registration books available to the Bond Insurer pursuant to (i) above, notify Bondholders Parent is entitled to receive the payment of principal of or interest on Agreed Amount (in which case the Bonds from Member Representatives and the Bond Insurer (1) as Parent shall deliver to the fact of such entitlementEscrow Agent, (2) that the Bond Insurer will remit to them all or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, within three (3) thatdays following the delivery of the Response, except as provided in paragraph a written notice executed by the Member Representatives and the Parent instructing the Escrow Agent to release the Agreed Amount (ii) belowor, if lesser, the amount remaining in the event Escrow Account) to the Parent), or (3) dispute that any Bondholder the Parent is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Bond with the instrument of transfer in the form provided on the Bond executed in the name any of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Trustee, which shall note on such Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance PolicyClaimed Amount. (ii) In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder’s payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Trustee shall furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. (iii) The Bond Insurer shall, to the extent it makes payment of principal of or interest on the Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books maintained by the Trustee upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Bond Insurer’s rights as subrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Bonds. Notwithstanding anything in this authorizing document or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto.