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 first 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 first Vesting Date. For your benefit, if you have not rejected the Agreement prior to the first 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 ​ 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 Executive can voluntarily resign his employment with the Company and terminate the Period of Employment at any time without Good Reason upon 30 days’ prior written notice to the Company.

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]8]8]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)].

and administration of the ultimate public parent company) or # neither ​ nor its ultimate parent company (if any) is a public company); # the assignment to you of duties or responsibilities that are materially inconsistent with your position, titles, offices or reporting relationships as they exist on the Effective Date or that materially impair your ability to function as Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer of ​; or # the material breach by ​ of any of its obligations under this Agreement; or # the requirement that you relocate outside of the metropolitan area in which you currently are employed to any metropolitan area other than Los Angeles. ​ shall have thirty (30) days from the receipt of your notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect. If no cure is effected, your resignation will be effective as of the date specified in your written notice to ​ or such earlier effective date set by ​ following receipt of your notice.

Resignation from Official Positions. If your employment with ​ terminates for any reason, you shall automatically be deemed to have resigned at that time from any and all officer or director positions that you may have held with ​, or any of ​’s affiliated companies and all board seats or other positions in other entities you held on behalf of ​, including any fiduciary positions (including as a trustee) you hold with respect to any employee benefit plans or trusts established by ​. You agree that this Agreement shall serve as written notice of resignation in this circumstance. If, however, for any reason this paragraph 7(h) is deemed insufficient to effectuate such resignation, you agree to execute, upon the request of ​ or any of its affiliated companies, any documents or instruments which ​ may deem necessary or desirable to effectuate such resignation or resignations, and you hereby authorize the Secretary and any Assistant Secretary of ​ or any of ​’s affiliated companies to execute any such documents or instruments as your attorney-in-fact.

Termination of Employment; Resignation. The parties acknowledge that Executive’s employment relationship with the Company will cease at the close of business on ​ (the “Termination Date”). Executive hereby resigns effective at the close of business on the Termination Date, # as an employee of the Company, # to the extent he has not already done so, from all Company boards, committees, and offices, including those of any parent, affiliate or subsidiary of the Company, and # from all administrative, fiduciary or other positions Executive may hold or have held relating to the Company. The Company consents to and accepts all such resignations. Executive agrees to make himself available for assigned duties and adhere to Company policy through and including the Termination Date. Executive further agrees to execute a release comparable to that set forth in this Agreement following his Termination Date.

Executive Resignation Effective Date. Effective as of ​ on ​ (“Executive Resignation Effective Date”), you hereby resign as Senior Vice President, Advisor to the Chief Executive Officer and President of the Corporation.

Distributions Deemed Adjustments to Purchase Price. All distributions of the Escrow Funds to ​ pursuant to this Agreement shall be deemed to be adjustments to the Purchase Price for the assets pursuant to the terms of the Purchase Agreement.

WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

Each of Dauman and Abrams shall be deemed to have resigned, effective ​, from any position he may have with respect to the Trust, including without limitation as Trustee of the Trust, and has executed a Resignation of Trustee attached as [Exhibit K1] and [Exhibit K2] respectively; provided, that in no event shall such deemed resignation affect any of Dauman’s or Abram’s rights or entitlements pursuant to [[Sections 7, 9 and 18]8]8]] of this Settlement, which shall be determined without reference to this [Section 19(q)].

Resignation from Employment by the Executive for Good Reason. Termination by the Company without Due Cause under ​ shall be deemed to have occurred if the Executive elects to resign from employment for Good Reason.

voluntary resignation or retirement (other than a voluntary resignation or retirement that constitutes a Good Reason Resignation);

Resignation of the Issuing Bank. The Issuing Bank may resign as the Issuing Bank upon thirty days prior written notice to the Administrative Agent, Revolving ​ and the Borrower. Upon any such notice of resignation, the Required Revolving ​ shall have the right, upon five Business Days’ notice to the Borrower, to appoint a successor Issuing Bank with the written consent of the Borrower; provided, # no such consent of the Borrower shall be required while an Event of Default exists and # such consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed to have been given unless the Borrower shall have objected to such appointment by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided, failing such appointment, the retiring Issuing Bank may appoint, on behalf of the Revolving ​, a successor Issuing Bank from among the Revolving ​ or any other financial institution; provided, in no event shall any such successor Issuing Bank be a Defaulting Lender or a Disqualified Institution. At the time any such resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced the Issuing Bank. From and after the effective date of any such resignation, # any successor to the Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and # references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous the Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the resignation of the Issuing Bank hereunder, the resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit.