If the Loan Parties fail to obtain insurance as hereinabove provided, or to keep the same in force, [[Organization B:Organization]], if [[Organization B:Organization]] so elects, may obtain such insurance and pay the premium therefor on behalf of the Loan Parties, and charge [[Organization A:Organization]]' Account therefor as a Revolving A Advance of a Domestic Rate Loan and such expenses so paid shall be part of the Obligations.

Severance Pay Plan Payments. In the event of a Qualified Termination of Employment, the Executive shall not be entitled to receive any severance benefits that would otherwise be available to the Executive under the Kimberly-Clark Corporation Severance Pay Plan (or any successor or additional plan), or any other severance program sponsored by the Corporation and/or any of its Subsidiaries and the aggregate Separation Payment shall be reduced by the amount of any other severance payments otherwise payable to the Executive, whether under local law, any severance plan or offer letter or other individual agreement.

An Eligible Employee may elect to defer a portion of his Actual Pay earned during a Plan Year by submitting an irrevocable Deferral Form with HP before the beginning of such Plan Year.

Transition Pay Following Termination. Employee acknowledges that if this Agreement is terminated by Employee for any reason or by the Company for Cause, Employee shall not be entitled to any Transition Pay after the Termination Date. The Company shall pay Employee any accrued but unpaid Transition Pay at the end of the applicable monthly pay period in which the termination occurs.

Conditions to Severance Pay. To be eligible for Severance Pay, Executive must meet the following conditions: # Executive must comply with Executive’s obligations under this Agreement that continue after termination of employment; and # Executive must resign upon written request by the Corporation from all positions with or representing the Corporation, including but not limited, to membership on boards of directors; and # Executive must enter into, and not revoke, an agreement in form reasonably acceptable to the Corporation that releases the Corporation and any officer, director, agent, employee, shareholder, or other representative of the Corporation from any and all claims of Executive except for claims

Reductions to Severance Pay. Executive will receive the Severance Pay notwithstanding any other earnings that Executive may have and without offset of any kind except that the Corporation has the right to deduct from the Severance Pay any income, payroll or other taxes required to be deducted from such payments.

Pay-off upon Conversion. If the Outstanding Balance is converted in full pursuant to [Section 4(a) or 4(b)])] above, then such principal and interest shall be deemed to have been paid in full by the Company on the date of such conversion.

Company’s Obligation to Pay. Each Performance Share has a value equal to the Fair Market Value of a Share on the date that the Performance Share is granted. Unless and until the Performance Shares have vested in the manner set forth in paragraphs 3 through 5, the Employee will have no right to payment of such Performance Shares. Prior to actual payment of any vested Performance Shares, such Performance Shares will represent an unsecured obligation of the Company. Payment of any vested Performance Shares shall be made in whole Shares only.

Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary or Subsidiaries of any Loan Party to which, individually or in the aggregate, more than five percent (5%) of Total Asset Value or Net Income is attributable, becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or # any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or

Borrowers agree to pay the Lender Group Expenses on the earlier of # the first day of the month immediately following the date on which the applicable Lender Group Expenses were first incurred, or # the date on which demand therefor is made by Agent, in each case, provided that Agent shall endeavor, so long as no Default or Event of Default shall have occurred and be continuing, to provide a reasonably detailed invoice thereof to Borrowers prior to such payment date (it being acknowledged and agreed that any charging of such Lender Group Expenses to the Loan Account pursuant to the provisions of [Section 2.6(d)] shall be deemed to constitute a demand for payment thereof for the purposes of subclause # of this [Section 2.5(a)]). Borrowers promise to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and payable pursuant to the terms of this Agreement. Borrowers agree that their obligations contained in the first sentence of this [Section 2.5(a)] shall survive payment or satisfaction in full of all other Obligations.