“Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.

Subject to the provisions of [clause (d) of this Section 2.7] and the provisions of [Section 2.14], Borrower shall have the option to # convert all or any portion of the outstanding Base Rate Loans equal to $500,000, and integral multiples of $100,000 in excess of such amount, to a SOFR Loan, and # convert all or any portion of the outstanding SOFR Loans equal to $500,000 and integral multiples of $100,000 in excess of such amount, to a Base Rate Loan.

Continuation of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is ​ of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any Proceeding by reason of the fact that the Indemnitee is or was ​ of the Company or is or was serving in any other capacity referred to in this Section 9. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as ​ of the Company or as an agent of another enterprise at the Company’s request.

CONTINUATION OF INDEMNITY. All agreements and obligations of Corporation contained herein shall continue during the period Director is a director, officer, employee or agent of Corporation (or is or was serving at the request of Corporation as a director, officer, employee, trustee, or agent or another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Director shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, investigative or otherwise, by reason of the fact that Director was an executive officer of Corporation or serving in any other capacity referred to herein.

fails to execute the aforementioned separation agreement and general release, or Employee at any time breaches any of the terms of this Agreement, the provisions of this Agreement shall remain in effect for the full terms specified herein, including any applicable tolling period provided under [Section 3(d)], except that the Company shall not be obligated to, or shall no longer be obligated to, provide to Employee the Salary Continuation Payments. Payments by the Company to the Employee, if any, shall be subject to the same withholding as applied during the Employee’s employment.

Continuation of Benefits. Effective as of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent the provision of such benefits would be deemed to be discriminatory under Code Section 105(h). For the avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the Company within seven days of your obtaining employment that will provide you any such benefits.

Assignment and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single ​ and no fee shall be payable for assignments among related funds or among any ​ and any of its Affiliates. The assignee, if it shall not be a ​ immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to [Section 11.06(c)], from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a ​ under this Agreement, and the assigning ​ thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning ​’s rights and obligations under this Agreement, such ​ shall cease to be a party hereto but shall continue to be entitled to the benefits of [Sections 3.01, 3.04, 3.05 and 11.04]4] with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee ​. Any assignment or transfer by a ​ of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such ​ of a participation in such rights and obligations in accordance with [Section 11.06(d)];

Assumption of Responsibility. Golden Royal hereby assumes responsibility for prompt payment of all fees, rents, taxes and any other financial liabilities as may accrue to Roth by reason of his record ownership of the Interest.

Continuation as Advisor; Term. Upon the earlier of # the end of the Employment Term as a result of the termination of your employment pursuant to paragraph 10(b) or 10(c), or (ii) the expiration of the Original Employment Term (provided you remained employed and are being paid on [[Organization A:Organization]]’s payroll through the end of the Original Employment Term and there has not occurred a renewal of the Employment Term), unless you elect otherwise by providing written notice to [[Organization A:Organization]], your employment shall continue in a different capacity as a Senior Advisor (an “Advisor”) to the [[Organization B:Organization]] for a period of five years (the “Advisor Period”), subject to earlier termination of the Advisor Period in accordance with this paragraph 12. The Advisor Period may be terminated by # you at any time upon fourteen (14) days’ prior written notice to [[Organization A:Organization]], # [[Organization A:Organization]] for Cause, as determined in accordance with paragraph 10(a), but without regard to clause (v) of such definition, or # by [[Organization A:Organization]] for any other reason. The termination of the Advisor Period pursuant to clauses (i) or (ii) in the preceding sentence is hereinafter referred to as a “Non-Qualifying Termination.” The date on which the Advisor Period commences is hereinafter referred to as the “Commencement Date.” The period beginning on the Commencement Date and ending immediately prior to the fifth anniversary of the Commencement Date, regardless of any earlier termination of the Advisor Period, shall hereinafter be referred to as the “Original Advisor Period.”