"Advances" shall mean and include all advances hereunder in respect of the Revolving Advances, the Acceptances, the Letters of Credit and the Swing Loans.

SECTION #3Procedure for Advances of Revolving Credit Loans and Swingline Loans.

SECTION #Loans or Advances. No Loan Party nor any Subsidiary of a Loan Party (other than Structured Subsidiaries) shall make loans or advances to any Person (other than any Portfolio Investment) except: # solely to the extent not prohibited by Applicable Laws, employee loans or advances that do not exceed Two Hundred Thousand Dollars ($200,000) in the aggregate at any one time outstanding made on an arms’-length basis in the ordinary course of business; # deposits required by government agencies or public utilities; # loans or advances to the Borrower or any Guarantor that is a Consolidated Subsidiary; # loans or advances consisting of Portfolio Investments[reserved]; and # loans and advances outstanding on the RestatementSixth Amendment Effective Date and set forth on [Schedule 5.11]; provided that after giving effect to the making of any loans, advances or deposits permitted by this [Section 5.11] (other than clauses (iii) and (v)), no Default shall have occurred and be continuing. All loans or advances permitted under this [Section 5.11] (excluding Noteless Loans) shall be evidenced by written promissory notes. Except as approved by the Administrative Agent in writing, no Loan Party nor any Subsidiary of a Loan Party shall request or receive a promissory note or other instrument from any Obligor in connection with a Noteless Loan.

Rate Options for all Advances; Maximum Interest Periods. The Revolving Loans and Term Loans may be Floating Rate Advances or Eurocurrency Rate Advances, or a combination thereof, selected by the Company (on behalf of itself or the Subsidiary Borrower) in accordance with [Sections 2.7 and 2.9]9]. The Company may select, in accordance with [Sections 2.7 and 2.9]9], Rate Options and Interest Periods applicable to portions of the Revolving Loans and Term Loans; provided, that there shall be no more than eight (8) Interest Periods in effect with respect to all of the Loans at any time; provided, further, that # all Floating Rate Advances and all Term Loans to the Company hereunder shall be denominated in Dollars and # all Revolving Loans to the Subsidiary Borrower shall be Eurocurrency Rate Advances.

“Applicable Margin” shall mean # an amount equal to one percent (1.00%) for # Revolving Advances consisting of Domestic Rate Loans and # Swing Loans, and # an amount equal to two percent (2.00%) for Revolving Advances consisting of LIBORTerm SOFR Rate Loans.

Advances; Loans to Purchaser.

Integrated Transactions. In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for a consideration of $.01.

Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on [Schedule 3(c)], none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

Hedging Transactions. The Lender shall not engage in any hedging transaction with respectto the Exchange Securities before the distribution compliance period expires unless in compliance with the Securities Act.

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;