Resignations. You hereby acknowledge your removal as a member of the board of directors of the Company (the “Board”) effective as of March 17, 2020 and your removal as Chief Executive Officer of the Company effective as of the Separation Date, and you hereby resign, effective as of the Separation Date, from any and all board, committee, officer, and other positions held at any Affiliate of the Company (collectively, the “Resignations”). The Company, on its own behalf and on behalf of its Affiliates, hereby accepts the Resignations as of the Separation Date. For purposes of this Agreement, “Affiliates” means, with respect to any person or entity, all persons and entities directly or indirectly controlling, controlled by or under common control with such person or entity, whether control may be by management authority, equity interest or otherwise.

Resignations. Upon any termination of Executive’s employment hereunder for any reason:

Resignations. Upon termination of Executive’s employment hereunder for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer or member of the board of directors (or a committee thereof) of the Bank or any of its affiliates.

Resignations: Vacancies. Any member of the Committee may, at any time, resign from the Committee upon written notice to Declarant and the Board.

Officer Resignations. Purchaser will have received written resignations from, or other evidence of removal of, # any officers of the Companies that are employees of [[Organization A:Organization]] and # James Vannelle.

Board Resignations. The Company shall have received a letter of resignation addressed to the Company, effective as of a date no later than the Closing Date and in substantially the form attached hereto as [Exhibit H] (the “Board Resignation”), from each of the resigning directors set forth on Section 3‎(o)(ii) of the Disclosure Schedules, and provided Holder Representative satisfactory evidence thereof (in the sole discretion of Holder Representative).

Deemed Investments. The Deferred Compensation Account of a Participant shall be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds in which his Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment election of the Participant shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an effective election of the investment return to be credited to his account, the investment return shall be determined by the Committee.

Deemed Representations. On any day, as soon as possible and in any event within one (1) Business Day after knowledge thereof, notice of any event or occurrence that would cause any representation made by the Borrower pursuant to [Section 3.2(c)(i), (ii) or (iv)])])] to be misleading or untrue in any material respect if made on such day.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in [Section 9.1.9] or, with notice from the [[Administrative Agent:Organization]], upon the occurrence and during the continuation of any other Event of Default, the Borrower shall Cash Collateralize all the Letters of Credit Outstandings in an amount equal to 103% thereof. Such Cash Collateral shall be held in a collateral account under the sole dominion and control of the [[Administrative Agent:Organization]] as collateral security for the Obligations, all on terms and pursuant to documentation in form and substance reasonably satisfactory to the [[Administrative Agent:Organization]]. Moneys in such collateral account shall be applied by the [[Administrative Agent:Organization]] to reimburse each L/C Issuer for Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower for the Letter of Credit Outstandings at such time or, if the maturity of the Loans has been accelerated, shall be applied to satisfy other Obligations. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

Deemed Approval. Notwithstanding anything to the contrary contained in this Work Letter, in the event that Landlord fails to timely respond to any matter in this Work Letter requiring Landlord’s consent or approval, Tenant shall deliver a second written request to Landlord and if Landlord fails to respond to such second written request within two (2) business days after receipt, then Tenant’s request shall be deemed approved.