Payment of Additional Dividends. Subject to [Section 6] hereof, if, pursuant to [Section 4(d)] hereof, additional Stock Units are required to be credited to a Participant’s Stock Unit Account in respect of Stock Units that were held in the Participant’s Stock Unit Account as of the record date for dividends paid on the Common Stock that were paid after the payment to the Participant of a benefit in respect of such Stock Units, the Company shall pay to the Participant a cash amount in respect of such dividends equal to the dollar amount of such dividends. Such amount shall be paid to the Participant within 30 days after the dividend payment date.

Payment of Accrued Employee Amounts. The Seller shall prepare a special payroll run to pay out # all accrued wages, bonuses, retention amounts, salaries and other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of this Agreement), retirement and any other benefits, premiums, claims and related costs) due to any Transferred Employees (other than the Purchaser Severance Liabilities and the Retention Amounts) within fifteen (15) Business Days following the Closing; provided that the ​ shall be paid and awarded by Seller in accordance with its past practices and policies for such awards and # the Retention Amounts in accordance with the terms of the retention agreements that are set forth on Part ​(a) of the Disclosure Schedule.

Additional Payment for Review Costs. The Company shall also provide Pennypacker with ​ and ​, less applicable withholding and deductions, which is intended to cover any costs or fees incurred by Pennypacker to have counsel of his own choosing review and provide advice on this Agreement. The payment in this paragraph shall be added to the first payment made consistent with the payment of the Severance Pay above.

Additional Conditions to Retention Payment. Employee acknowledges his or her obligations under the Confidentiality and Non-Competition Agreements and any other confidentiality, non-competition, non-solicitation, or assignment of intellectual property rights agreements (the “Restrictive Covenant Agreements”) that Employee has signed. Employee’s eligibility to receive the Retention Payment is conditioned upon Employee being in compliance with all provisions of such Restrictive Covenant Agreements and the terms of this Agreement through the date of payment of the Retention Payment.

The Executive Director shall submit to the Company a written request specifying the Indemnifiable Amounts, for which the Executive Director seeks payment under Clause 8 hereof and the Proceeding of which has been previously notified to the Company and approved by the Company for indemnification hereunder. At the request of the Company, the Executive Director shall furnish such documentation and information as are reasonably available to the Executive Director and necessary to establish that the Executive Director is entitled to indemnification hereunder. The Company shall pay such Indemnifiable Amounts within thirty (30) days of receipt of all required documents.

Procedure for Payment of Indemnifiable Amounts. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts for which Indemnitee seeks payment under [Section 3] of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to Indemnitee within sixty (60) calendar days of receipt of the request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

If Seller in good faith disagrees with Purchaser’s Estimated Specified Account Net Commissions and Fees, Seller may, within 30 days after receipt of such statement (the “Additional Payment Objection Period”), deliver to Purchaser a notice disagreeing therewith and setting forth Seller’s objections (the “Additional Payment Objection Notice”). The Additional Payment Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees, the basis of such disagreement and, if the disagreement relates to the calculation of amounts, Seller’s calculation of such amounts. If the Additional Payment Objection Notice is not timely received by Purchaser within the Additional Payment Objection Period, Seller shall be deemed to agree in all respects with the applicable Estimated Specified Account Net Commissions and Fees as prepared by Purchaser, and such calculation shall be final and binding on the Parties.

Minimum Amounts. Each Borrowing (whether Eurocurrency, SOFR, ABR or Swingline) shall be in an aggregate amount of ​ or a larger multiple of ​; provided that a Syndicated ABR Borrowing of a Class may be in an aggregate amount that is equal to the entire unused balance of the total Commitments of such Class or that is required to finance the reimbursement of an LC Disbursement of such Class as contemplated by [Section 2.05(f)]. Borrowings of more than one Class, Currency and Type may be outstanding at the same time; provided that no more than ten Eurocurrency Borrowings and SOFR Borrowings may be outstanding at the same time.

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this [clause (ii)] shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

in the case of an assignment of the entire remaining amount of the assigning Lender's Revolving Commitment and/or the Loans at the time owing to it (in each case with respect to any Revolving Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this [Section 10.4] in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and