in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loan at the time owing to it or in the case of an assignment to a

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 all of its the Term Loans;

in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in [subsection (b)(i)(B)] of this Section 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

Executive shall not be entitled to continuation of compensation or benefits if Executive’s employment terminates for any other reason, including due to death or Disability, except as may be provided under any other agreement or benefit plan applicable to Executive at the time of the termination of Executive’s employment and except for Accrued Benefits (provided that upon a resignation without Good Reason or Termination for Cause, the pro rata annual bonus otherwise payable in respect of the year in which the Date of Termination occurs shall not be paid). Executive shall also not be entitled to Salary Continuation, the Continuation Benefits nor the outplacement services pursuant to clause iii. above, after Executive materially violates the terms of this Agreement, including the material requirements under Section 8, unless such violation is effectively curable and Executive cures such violation within ten (10) business days after written notice of such violation by the Company. Except as provided in this Section 2, all other compensation and benefits shall terminate as of the Date of Termination.

in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility or Incremental Facility and/or the Loans at the time owing to it under such Facility or Incremental Facility or contemporaneous assignments to related Affiliates or Approved Funds of a Lender that equal at least the amount specified in subsection (b[[Borrower:Organization]](i[[Borrower:Organization]](B[[Borrower:Organization]] of this Section 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

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[[Borrower:Organization]] shall not # apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or # prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities and separate Incremental Facilities or under the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche on a non-pro rata basis. Notwithstanding the foregoing or any other provision in any Loan Document to the contrary, each assignment of Loans and/or Commitments hereunder must be consummated simultaneously with an assignment among the same parties of a corresponding percentage of the same Class (if any[[Borrower:Organization]] under the other Group Credit Agreements;

no minimum amount is required to be assigned in the case of # an assignment of the entire remaining amount of the assigning Lender’s Commitment (to the extent the Commitment is still in effect) and the Loans at the time owing to such Lender, # contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in subpart (b)(i)(B) of this [Section 11.9] in the aggregate, or # in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund; and

Accrued Amounts. Regardless of whether the Executive executes the Release described in Section 3 of this Agreement, the Company will pay or provide the Executive with all accrued and unpaid base salary and accrued and unused vacation days accrued through the Separation Date, and any unreimbursed business expenses accrued through the Transition Date, as soon as practicable following the Separation Date.

Indemnified Amounts. If Indemnitee is or is threatened to be made a party to, or is otherwise involved (including, but not limited to, as a witness) in, any Proceeding, the Company shall hold harmless and indemnify Indemnitee from and against any and all losses, claims, damages, costs, expenses and liabilities incurred in connection with investigating, defending, being a witness in, participating in or otherwise being involved in (including on appeal), or preparing to defend, be a witness in, participate in or otherwise be involved in (including on appeal), such Proceeding, including but not limited to attorneys’ fees, judgments, fines, penalties, ERISA excise taxes, amounts paid in settlement, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments pursuant to this Agreement, and other expenses (collectively, “Damages”), including all interest, assessments or charges paid or payable in connection with or in respect of such Damages.

Accrued Amounts. [[Orthofix:Organization]] shall pay or provide [[Person A:Person]] his Accrued Amounts (as defined in the Severance Agreement), as and when payable pursuant to the terms of the Severance Agreement.