Deemed Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all offices and board memberships, if any, then held with the Company or any of its affiliates, and, at the Company’s request, Executive shall execute such documents as are necessary or desirable to effectuate such resignations.

You are required to accept the terms and conditions set forth in this Agreement prior to the Vesting Date in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the Vesting Date. For your benefit, if you have not rejected the Agreement prior to the Vesting Date, you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be released to you in a timely manner and once released, you waive any right to assert that you have not accepted the terms hereof.

Deemed Severance. Notwithstanding [Subsection (c)(1)] above, if elected in the Adoption Agreement, a Participant performs service in the uniformed services (as defined in Code §414(u)(12)(B)) on active duty for a period of more than 30 days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of amounts not subject to Code

Resignation. The Securities Intermediary and any successor thereto may at any time resign, and a successor Securities Intermediary shall be appointed, in each case, in accordance with the provisions of [Section 7.8] of the Credit Agreement.

Resignation. If the Executive’s employment is terminated by reason of the Executive’s voluntary resignation, all of the Executive’s rights and all of the Company’s obligations hereunder shall terminate effective on the date of the Executive’s resignation. Notwithstanding the foregoing, the Executive’s obligations and the Company’s rights under Sections 5, 6, 7, and 8 shall survive the termination of this Agreement and the Executive shall be paid the unpaid portion of the Base Salary earned up to the date of such termination and all benefits payable to the Executive as a result of such termination under the terms of the Company’s employee benefit plans and any bonus payable in accordance with Section 3(b).

Persons Deemed Owners. The Person in whose name this Certificate is registered will be treated as the owner of the Warrant(s) represented by this Certificate for all purposes, subject to [Section 3(j)] of the Warrant Agreement.

In the event that the Executive voluntarily resigns without Good Reason, the Executive will give a minimum of three (3) months advance written notice to the Company and the Company may accelerate the effective date of termination to any other date up to the date of notice of acceleration.

Voluntary Resignation. In the event the Employee voluntarily ceases to be an employee of the Employer for any reason other than a Termination For Good Reason following a Change in Control, the RSUs that have not vested in accordance with Section 3 shall be canceled and forfeited on the date of such voluntary termination of employment.

Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Sellers contained in this Agreement), Sellers shall be deemed to have obtained all required consents in respect of the assignment of any Assumed Contract (and any Excluded Contract ultimately becoming an Assumed Contract) if, and to the extent that, pursuant to the Sale Order or other Order of the Bankruptcy Court, Sellers are authorized to assume and assign to Purchaser, and Purchaser is authorized to accept, such Assumed Contracts pursuant to section 365 of the Bankruptcy Code, and any applicable Cure Amount has been satisfied by Purchaser or Sellers as provided in this Agreement. If the consent required to effectuate the assignment of any Assumed Contracts to Purchaser cannot be obtained pursuant to the Sale Order or other Order of the Bankruptcy Court, then the Parties shall endeavor to obtain such consent pursuant to Sections 6.2 and 6.10.

Default Deemed Investment Funds. If any portion of a Deferred Compensation Account remains unallocated among the Deemed Investment Funds, such amount shall be allocated to the default Deemed Investment Fund.