Advances of Expenses. Upon your written request and without regard to any determination made under Section 5 of this agreement, expenses incurred by you in connection with any proceeding shall be promptly advanced to you by the Company prior to the final disposition of the proceeding subject to your written undertaking to repay any advances if it is ultimately determined that you are not entitled to indemnification in respect of such expenses.

Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of # Base Rate in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full plus # the Applicable Margin in effect from time to time.

Eurodollar Rate Advances. During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of # the Eurodollar Rate for such Interest Period for such Advance plus # the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.

Types of Advances. Domestic Advances may be Floating Rate Advances or Eurocurrency Advances, or a combination thereof, as selected by the applicable Borrower in accordance with [Sections 2.8 and 2.9]9]. Multicurrency Advances shall be Eurocurrency Advances. Each Swingline Loan shall be a Domestic Advance and, unless otherwise agreed between the Borrower and the Swingline Lender, a Floating Rate Advance.

Delaware Department of State

Lead Independent Director Service Retainer (in addition to Annual Board Service Retainer): $25,000

Independent Chair of the Board Service Retainer (in addition to Eligible Director Service Retainer): $30,000

The sum of the aggregate balance of Revolving A Advances outstanding at any time in excess of the maximum amount of such Revolving A Advances permitted hereunder shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or Event of Default has occurred. Without limiting the foregoing, if at any time following one or more fluctuations in the exchange rate of the Dollar against any other currency, any part of the Obligations exceeds any limit set forth herein, [[Organization A:Organization]] shall within three (3) Business Days of written notice of same from [[Organization B:Organization]] or, if an Event of Default has occurred and is continuing, immediately # make the necessary payments or repayments to reduce such Obligations to an amount necessary to eliminate such excess or # maintain or cause to be maintained with [[Organization B:Organization]] deposits in an amount equal to or greater than the amount of such excess, such deposits to be maintained in such form and upon such terms as are acceptable to [[Organization B:Organization]]; without in any way limiting the foregoing provisions, [[Organization B:Organization]] shall, weekly or more frequently in [[Organization B:Organization]]'s Permitted Discretion, make the necessary exchange rate calculations to determine whether any such excess exists on such date.

Upon (and only upon) receipt by [[Organization B:Organization]] for its account of immediately available funds from [[Organization A:Organization]] # in reimbursement of any payment made by [[Organization B:Organization]] under the Letter of Credit with respect to which any [[Organization C:Organization]] has made a Participation Advance to [[Organization B:Organization]], or # in payment of interest on such a payment made by [[Organization B:Organization]] under such a Letter of Credit, [[Organization B:Organization]] will pay to each [[Organization C:Organization]], in the same funds as those received by [[Organization B:Organization]], the amount of such [[Organization C:Organization]]'s Revolver A Commitment Percentage of such funds, except [[Organization B:Organization]] shall retain the amount of the Revolver A Commitment Percentage of such funds of any [[Organization C:Organization]] that did not make a Participation Advance in respect of such payment by [[Organization B:Organization]] (and, to the extent that any of the other [[Organization C:Organization]](s) have funded any portion of such Defaulting [[Organization C:Organization]]'s Participation Advance in accordance with the provisions of [Section 2.21], [[Organization B:Organization]] will pay over to such Non-Defaulting Lenders a pro rata portion of the funds so withheld from such Defaulting [[Organization C:Organization]]).

Advances, Investments and Loans. Borrower will not, and will not permit its Subsidiaries to, directly or indirectly, lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or hold any cash or Cash Equivalents (each of the foregoing an “Investment” and, collectively, “Investments”), except that the following shall be permitted: