Accrual of Indemnification Obligation. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification against the Indemnitor for any Indemnification Claim which # does not involve a Third-Party Claim but is disputed by Indemnitor until such time as such dispute is resolved by written agreement or by a final, non-appealable order of court of competent jurisdiction or such other means as the Parties may agree in writing, each in its sole discretion, or # which involves a Third-Party Claim until such time as such Third-Party Claim is concluded, including any appeals with respect thereto in the case of a claim in litigation.

Accrual of Base Salary. The Parties acknowledge and agree that the Agreement is hereby amended in all respects necessary to reflect that Base Salary (as defined in the Agreement) payable to Executive has been and will continue to be accrued by the Employer until such time as either # the Executive is legally entitled to be gainfully employed in the United States and elects to receive payment of such accrued and payable Base Salary, or # such accrued and payable Base Salary is converted pursuant to the terms of the Agreement as modified by Section 2 of this Amendment.

non-cash items increasing such Consolidated Adjusted Net Income for such period, other than # the accrual of revenue consistent with past practice and # the reversal in such period of an accrual of, or cash reserve for, cash expenses in a prior period, to the extent such accrual or reserve did not increase Consolidated Adjusted EBITDA in a prior period;

“Determination Date” shall mean, # with respect to each Interest Accrual Period that occurs while the Loan is a LIBOR Loan, the date that is two (2) London Business Days prior to the first (1st) day of such Interest Accrual Period and # with respect to each Interest Accrual Period that occurs while the Loan is a Substitute Rate Loan, the date that is two (2) Business Days prior to the first (1st) day of such Interest Accrual Period.

“Interest”: For each Accrual Period, the sum of the amounts determined (with respect to each day during such Accrual Period) in accordance with the following formula:

“Cost of Funds Rate” means, for any Interest Accrual Period or portion thereof, a rate per annum equal to the Adjusted Eurodollar Rate for such Interest Accrual Period or, to the extent rendered applicable by operation of Section 2.11, the Base Rate with respect to such Interest Accrual Period (or portion thereof).

“Determination Date” shall mean, with respect to any Interest Accrual Period, the date that is two (2) Business Days prior to the first day of such Interest Accrual Period.

The applicable Weekly Reset Date is the beginning of the third reset period following the beginning of the Accrual Period, so there are 14 days of prior interest accrual.

“Interest Accrual Period” shall mean the period beginning on (and including) the fifteenth (15th) day of each calendar month during the term of the Loan and ending on (and including) the fourteenth (14th) day of the next succeeding calendar month. No Interest Accrual Period shall be shortened by reason of any payment of the Loan prior to the expiration of such Interest Accrual Period.

“Adjusted LIBOR Rate” shall mean, with respect to the applicable Interest Accrual Period, the quotient of # LIBOR applicable to such Interest Accrual Period, divided by # one (1) minus the Reserve Percentage: