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 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 (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 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇, 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 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 the Bond Insurance Policy remains in full force and effect, the following provisions shall apply to the Bonds: (i) If an Indemnified Person shall have any claim against Forte and/or the Forte Shareholders pursuant to this Agreement for which it seeks remedy under this Article VII, it shall promptly give written notice thereof to the Holders' Agent and the Escrow Agent including in such notice a brief description of the facts upon which such claim is based and, to the extent known, the amount thereof; provided, that the failure to promptly give any such notice in accordance with -------- the terms specified in this Agreement shall not affect the Indemnified Person's right to obtain indemnity therefor to the extent that such failure does not materially prejudice Forte; and, provided, that, in each case, notice of such -------- claim shall have been given before the date provided in Section 7.1(a). If, on after the third day preceding any interest payment date for amount of the Bonds there claim is not on deposit with specified by the Trustee sufficient moneys available to pay all principal of and interest on the Bonds due on such dateIndemnified Person, the Trustee shall immediately notify Holders' Agent objects to any such claim, it may give written notice to the Bond Insurer Indemnified Person and U.S. Bank Trust National Association, New York, New York the Escrow Agent within thirty (30) days of the later of receipt of the Indemnified Person's notice of claim or its successor as its Fiscal Agent (the “Fiscal Agent”) specification by the Indemnified Person of the amount of the claim, advising the Indemnified Person of its objection. If no 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 notice is timely received 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 Holders' 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 jurisdictionIndemnified Person, 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 Indemnified Person will be entitled to payment from the Bond Insurer Escrow Funds pursuant to Section 7.2, in the amount of the Loss arising out of the claim specified in its notice of claim. If the Holders' Agent advises the Indemnified Person within such thirty-day period that it objects to such claim, the Indemnified Person and the Holders' Agent shall promptly meet and use their best efforts to settle the dispute in writing. If the Indemnified Person and the Holders' Agent are unable to reach agreement within thirty days after the Holders' Agent objects to the extent claim, then the disputed portion of the claim shall be submitted to arbitration in accordance with Section 10.9. If the Arbitrator shall determine that the Indemnified Person is entitled to indemnification with respect to the dispute submitted, the Indemnified Person will be entitled to obtain payment from the Escrow Funds pursuant to Section 7, in the amount determined by the arbitrator. (ii) If a claim by a third party is made against an Indemnified Person for which the Indemnified Person is entitled to indemnification under this Article VII, the Indemnified Person shall promptly notify the Holders' Agent in writing of such recoveryclaim. Such notice shall set forth such information with respect to such claim as is then available to the Indemnified Person, including the liability asserted in the claim or the Indemnified Person's good faith estimate thereof. In the event the liability asserted in such claim, or reasonably estimated by an Indemnified Person with respect thereto, shall not exceed the then existing balance of the Escrow Funds, then the Holders' Agent shall have the lesser of (x) twenty (20) days after the receipt of such notice, or (y) the period ending five (5) days before a responsive pleading is required, to undertake to conduct and control, through counsel of its own choosing, and at its sole risk and expense, the good faith settlement and/or defense of such claim, and the Trustee Indemnified Person shall furnish cooperate fully with the Holders' Agent in connection therewith; provided: (a) the Indemnified Person shall be entitled -------- to participate in such settlement or defense through counsel of its own choosing, provided that the Bond Insurer its records evidencing the payments fees and expense of principal of and interest on the Bonds which have been made such counsel shall be fully borne by the Trustee Indemnified Person, and subsequently recovered from Bondholders(b) the Holders' Agent shall have, within such aforementioned period, notified the Indemnified Person in writing of its election to undertake the settlement or defense and confirmed in writing the obligation of Forte to indemnify the Indemnitee for the liability asserted in such claim. The Holders' Agent shall obtain the written consent of the Indemnified Person, which consent shall not be unreasonably withheld, before the Holder's Agent ceases to defend, settle or otherwise dispose of such claim if, as a result thereof, the Indemnified Person would become subject to injunctive or other equitable relief or the business of the Indemnified Person would be materially adversely affected in any manner. So long as the Holders' Agent is reasonably contesting any such claim in good faith, the Indemnified Person shall fully cooperate with the Holders' Agent in the defense or settlement of such claim as is reasonably required by the Holders' Agent, and the dates on which Indemnified Person shall not pay or settle such payments were madeclaim without the consent of the Holders' Agent; provided, however, that -------- ------- notwithstanding the foregoing, the Indemnified Person shall have the right to pay or settle any such claim at any time without the consent of the Holders' Agent if, and only if, in such event, the Indemnified Person shall have waived in writing any right to indemnification therefor. If the Holders' Agent does not give the Indemnified Person the timely written notice of the undertaking referred to in clause (b) of this subsection (ii) the Indemnified Person shall thereafter have the right to contest, defend, settle or compromise the claim at its exclusive discretion, and may recover its Losses as otherwise provided in this Article VII. (iii) The Bond Insurer shallFor purposes of this Article VII, to any Loss shall be computed net of any insurance proceeds with respect thereto which reduced the extent it makes payment of principal of or interest on Loss that would otherwise be sustained; provided, however, that in all cases, -------- ------- the Bonds, become subrogated to the rights timing of the recipients receipt or realization of such payments insurance proceeds shall be taken into account in accordance with determining the terms amount of reduction of the Bond Insurance Policy and, to evidence such subrogation, Loss. In any case where an indemnifiable claim is made and the Surviving Corporation (i) receives a tax benefit (such as a deduction or credit) in the case of subrogation as to claims for past due interest, tax year or years following 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 Effective Time of the payment Merger as a result of interest thereon the adjustment or adjustments giving rise to the Bondholders of such Bonds and tax claim, and/or (ii) an Indemnified Person receives tax benefits applicable to the period prior to the Effective Time of the Merger which either arise from the adjustment or adjustments giving rise to such claim, or which were not carried on Forte's books as an asset on the Effective Time of the Merger, then the amount of any such claim shall be reduced by the amount of such tax benefits; provided, however, that, in the case of subrogation as to claims for past due principalall cases, 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 timing of the payment -------- ------- ---- receipt or realization arising from the tax adjustment or adjustments and the tax benefits received shall be taken into account in determining the amount of principal thereof to reduction of 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 theretoLoss.

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.

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) 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 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 (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.