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;

in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment and the Loans at the time owing to it 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 Commitments and Loans assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations on a non-pro rata basis as between its Revolving Commitment and/or Revolving Loans, on the one hand, and any Term Loan Commitment and/or Term Loans, on the other the hand.

Accrued Amounts. The Accrued Amounts, payable as described above;

Defaulted Amounts. If any Revolving Credit Lender shall fail to make any payment (the “Defaulted Amount”) to any Agent, any L/C Issuer, the Swing Line Lender or any other Lender, whether on account of a Swing Line Participation or L/C Participation or otherwise, whenever the Administrative Agent shall receive any amount from or for the account of the Borrower for the account of such Revolving Credit Lender (other than as described in [clause (ii) of this Section 2.12(b)]), the amount so received will, upon receipt by the Administrative Agent, be distributed in the following order of priority: first, the Agents for any Defaulted Amounts then owing to them, in their capacities as such, ratably in accordance with such respective Defaulted Amounts then owing to the Agents, second, to the L/C Issuers and the Swing Line Lender for any Defaulted Amounts then owing to them, in their capacities as such, ratably in accordance with such respective Defaulted Amounts then owing to such Lenders, and third, to any other Lenders for any Defaulted Amounts then owing to such other Lenders, ratably in accordance with such respective Defaulted Amounts then owing to such other Lenders. Any portion of such amount paid by the Borrower for the account of such Defaulting Lender remaining, after giving effect to the amount applied by the Administrative Agent pursuant to this clause (iii), shall be applied or held by the Administrative Agent as specified in [clause (iv) of this Section 2.12(b)].

Outstanding Amounts Owed. Buyer shall # use its reasonable best efforts to collect any amounts owed to Seller for services provided by Seller as of or prior to the Effective Time (collectively, “Seller Receivables”), whether or not invoiced by Seller as of or prior to the Effective Time, and # immediately remit to the Seller Collections Account (as defined below), any payments actually received by Buyer that relate to any of the Seller Receivables. Buyer shall instruct the customers or other account debtors on the Seller Receivables to make payments on the Seller Receivables directly to the collections account set forth on [Schedule 15] attached hereto and made a part hereof (the “Seller Collections Account”). Buyer shall not modify such payment instructions with respect to the Seller Receivables without the prior written consent of the Seller. If Buyer receives any payments related to the Seller Receivables, Buyer shall hold such payments in trust for the benefit of Seller to be paid and transferred to the Seller Collections Account in accordance with the terms of this Section 15, and, until such payment and transfer to the Seller Collections Account, shall not comingle any payments related to the Seller Receivables with any of Buyer’s funds. Buyer acknowledges and agrees that the Seller Receivables and all proceeds thereof (in whatever form) are the assets and property solely of the Seller and Buyer shall have no rights or interests therein. Buyer shall have no rights of set-off or any similar rights with respect to the Seller Receivables and proceeds thereof.