Common use of Notice of Resignation Clause in Contracts

Notice of Resignation. As a condition of receiving the Award, the Participant agrees that in the event of the Participant’s resignation, the Participant shall provide AB with prior written notice of the Participant’s intent to resign based on the schedule set forth below. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries), including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreement, the Participant will continue to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so long as the Participant’s employment with AB continues during the notice period. Once the Participant has provided AB with prior written notice of the Participant’s intent to resign, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period in accordance with Section 9 of this Award Agreement or require the Participant to discontinue or limit regular duties, including prohibiting the Participant from further entry to any of AB’s premises. (In either case, the Participant shall be treated as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award Agreement.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 days

Notice of Resignation. As a condition Administrative Agent may at any time give notice of receiving its resignation to the AwardLenders, the Participant agrees that in the event L/C Issuer and Borrower. Upon receipt of the Participant’s any such notice of resignation, the Participant Required Lenders shall provide AB have the right, in consultation with prior written Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the right to consent to such successor, such consent to not be unreasonably withheld. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the Participant’s intent to resign based retiring Administrative Agent may on behalf of the schedule Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth below. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries)above, including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreement, the Participant will continue to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the Participant’s employment with AB continues during right to consent to such successor, such consent to not be unreasonably withheld; provided further that if Administrative Agent shall notify Borrower and the notice period. Once the Participant Lenders that no qualifying Person has provided AB with prior written notice of the Participant’s intent to resignaccepted such appointment, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period then such resignation shall nonetheless become effective in accordance with Section 9 such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Award Agreement Article and Section 10.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or require the Participant omitted to discontinue or limit regular duties, including prohibiting the Participant from further entry to be taken by any of AB’s premises. (In either case, them while the Participant shall be treated retiring Administrative Agent was acting as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award AgreementAdministrative Agent.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 days

Notice of Resignation. As a condition of receiving the Award, the Participant agrees that in the event of the Participant’s resignation, the Participant shall provide AB with prior written notice of the Participant’s intent to resign based on the schedule set forth below. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries), including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreement, the Participant will continue to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so long as the Participant’s employment with AB continues during the notice period. Once the Participant has provided AB with prior written notice of the Participant’s intent to resign, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period in accordance with Section 9 8 of this Award Agreement or require the Participant to discontinue or limit regular duties, including prohibiting the Participant from further entry to any of AB’s premises. (In either case, the Participant shall be treated as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award Agreement.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 days

Notice of Resignation. As a condition of receiving the Award, the Participant agrees that in the event of the Participant’s resignation, the Participant shall provide AB with prior written notice of the Participant’s intent to resign based on the schedule set forth below. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries), including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreement, the Participant will continue to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so long as the Participant’s employment with AB continues during the notice period. Once the Participant has provided AB with prior written notice of the Participant’s intent to resign, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period in accordance with Section 9 of this Award Agreement or require the Participant to discontinue or limit regular duties, including prohibiting the Participant from further entry to any of AB’s premises. (In either case, the Participant shall be treated as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award Agreement.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 days

Notice of Resignation. As a condition Given the strategic importance of receiving the Awardposition the Employee holds and irreparable harm to the Company and its business opportunities that the Employee’s abrupt resignation or other voluntary departure would likely cause, in consideration of the compensation commitments set forth in Section 2 of this Agreement, the Participant Employee agrees that in to provide the event of the Participant’s resignation, the Participant shall provide AB Company with thirty (30) days prior written notice of resignation, retirement or other voluntary termination of the ParticipantEmployee’s intent employment. The Employee also agrees that because the Employee’s services will be personal and unique and because the Employee will have access to resign based on and will be acquainted with Company confidential information, to the schedule set forth below. Notwithstanding the terms of fullest extent permitted by law, this notice provision will be enforceable by injunction, specific performance or other equitable relief, without bond and without prejudice to any other agreement between rights or remedies that the Participant and AB Company may have for breach of this notice provision. The Company reserves the right to exercise its discretion with respect to the duration of this notice period (or its subsidiaries)any portion of the notice period) but not to extend the applicable notice period beyond the period specified, includingto change or remove any of the Employee’s duties, and/or require the Employee to remain away from the Company’s premises, and/or take such other action as determined by the Company to aid and assist in the transition process associated with the Employee’s departure. During this notice period the Employee must continue to act in a manner consistent with the Employee’s obligations as a Company employee, including but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreementto the Employee’s duty of loyalty. The Employee understands and agrees that during the thirty (30) day period after the Employee provides the Company with written notice of resignation, the Participant will continue Employee remains an employee of the Company and is not free to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so long as the Participant’s begin employment with AB continues during another company, absent the Company’s authorized and written consent. The Company also retains the discretion to waive the notice period (or any portion of the notice period) and consider the Employee’s resignation effective immediately, or some date prior to the end of the notice period. Once In this instance, the Participant has provided AB with prior written notice of Company will continue to pay the ParticipantEmployee’s intent to resign, AB may, in its sole discretion, either shorten then current base salary for the Participant’s entire notice period at any time during (not to exceed the notice period in accordance with Section 9 of this Award Agreement or require the Participant to discontinue or limit regular duties, including prohibiting the Participant from further entry to any of AB’s premises. (In either case, the Participant shall be treated as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award Agreement.) If AB shortens the Participant’s applicable notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue pursuant to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 daysits regular payroll practices.

Notice of Resignation. As a condition Administrative Agent may at any time give notice of receiving its resignation to the AwardLenders, the Participant agrees that in the event L/C Issuer and Borrower. Upon receipt of the Participant’s any such notice of resignation, the Participant Required Lenders shall provide AB have the right, in consultation with prior written Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the right to consent to such successor, such consent to not be unreasonably withheld. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the Participant’s intent to resign based retiring Administrative Agent may on behalf of the schedule Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth below. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries)above, including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreement, the Participant will continue to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the Participant’s employment with AB continues during right to consent to such successor, such consent to not be unreasonably withheld; provided further that if Administrative Agent shall notify Borrower and the notice period. Once the Participant Lenders that no qualifying Person has provided AB with prior written notice of the Participant’s intent to resignaccepted such appointment, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period then such resignation shall nonetheless become effective in accordance with Section 9 of this Award Agreement or require such notice and (1) the Participant to discontinue or limit regular duties, including prohibiting the Participant from further entry to any of AB’s premises. (In either case, the Participant retiring Administrative Agent shall be treated as having informed AB of his or her intent to resign discharged from its duties and continue obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be obligated made by, to satisfy or through Administrative Agent shall instead be made by or to each Lender and the requirements of Sections 7(c) and 7(d)L/C Issuer directly, until such time as applicable, of this Award Agreement.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed Required Lenders appoint a successor Administrative Agent as provided for above in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 daysthis

Notice of Resignation. As a condition of receiving the Award, the Participant agrees that in the event of the Participant’s resignation, the Participant shall provide AB with prior written notice of the Participant’s intent to resign based on the schedule set forth below. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries), including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreement, the Participant will continue to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so long as the Participant’s employment with AB continues during the notice period. Once the Participant has provided AB with prior written notice of the Participant’s intent to resign, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period in accordance with Section 9 8 of this Award Agreement or require the Participant to discontinue or limit regular duties, including prohibiting the Participant from further entry to any of AB’s premises. (In either case, the Participant shall be treated as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections Section 7(c) and 7(d), as applicable, of this Award Agreement.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e7(d) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 days

Notice of Resignation. As Because it is especially difficult for the Employer to replace Faculty Members on short notice, good professional practice requires that a condition of receiving the Award, the Participant agrees that in the event of the Participant’s resignation, the Participant shall provide AB with prior written Faculty Member who expects to resign should give notice of the Participant’s intent intention well in advance. I. APPOINTMENT OF FACULTY MEMBERS TO ADMINISTRATIVE DUTIES AND ADMINISTRATORS TO FACULTY DUTIES 1. University of Hawaii Faculty Members holding tenure who are appointed to resign based administrative positions will retain their academic title and full right to return, not to exceed seven (7) continuous years, at the termination of the administrative appointment to their academic position on a full-time basis, with the schedule set forth belowsame tenure rights as others holding a similar rank. Notwithstanding The Employer may assign Faculty Members holding tenure who have served more than seven (7) continuous years in an administrative position to vacant Faculty positions on a full-time basis, with the terms same tenure rights as others holding a similar rank. 2. Faculty Members who assume administrative duties prior to the award of any other agreement between the Participant and AB (or its subsidiaries)tenure shall retain their academic title. While serving in administrative positions, includingFaculty Members will not automatically continue to accumulate probationary credit toward tenure, but will retain the right to return in probationary status to their academic position at the termination of the administrative appointment. 3. Upon return to the academic position from an administrative position, a Faculty Member's salary in Rank will be that which most closely corresponds with that which would have been received had the Faculty Member not limited toassumed administrative duties (taking into account such increases as would have been received in the interim) with such adjustments as may be equitable under the circumstances. 4. Administrators shall not be appointed to positions traditionally filled by Faculty Members, any employment agreementexcept by written consent of the Union, which agreement consent shall not be deemed amended unreasonably withheld in case of bona fide emergency appointments to last no more than one (1) month. 5. When participating as members of the Faculty, including temporary duty as department chairs or equivalent positions, administrators shall recuse themselves from any meeting, action, appointment, or deliberation, whether convened or caused by the Employer, this Award Agreement, or the Participant will continue to be eligible for base salary or drawdepartment, available health and welfare benefitswhich involves hiring, and quarterly distribution payments on unvested Restricted Unitstenure, so long as the Participant’s employment with AB continues during the notice period. Once the Participant has provided AB with prior written notice of the Participant’s intent to resign, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period in accordance with Section 9 of this Award Agreement or require the Participant to discontinue or limit regular duties, including prohibiting the Participant from further entry to any of AB’s premises. (In either case, the Participant shall be treated as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award Agreement.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Unitspromotion, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 daysdiscipline.

Notice of Resignation. As a condition Administrative Agent may at any time give notice of receiving its resignation to the AwardLenders, the Participant agrees that in the event L/C Issuer and Borrower. Upon receipt of the Participant’s any such notice of resignation, the Participant Required Lenders shall provide AB have the right, in consultation with prior written Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the right to consent to such successor, such consent to not be unreasonably withheld. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the Participant’s intent to resign based retiring Administrative Agent may on behalf of the schedule Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth below. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries)above, including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreement, the Participant will continue to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the Participant’s employment with AB continues during right to consent to such successor, such consent to not be unreasonably withheld; provided further that if Administrative Agent shall notify Borrower and the notice period. Once the Participant Lenders that no qualifying Person has provided AB with prior written notice of the Participant’s intent to resignaccepted such appointment, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period then such resignation shall nonetheless become effective in accordance with Section 9 such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Award Agreement Article and Section 10.4 shall continue in effect for the benefit of such 94 retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or require the Participant omitted to discontinue or limit regular duties, including prohibiting the Participant from further entry to be taken by any of AB’s premises. (In either case, them while the Participant shall be treated retiring Administrative Agent was acting as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award AgreementAdministrative Agent.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 days

Notice of Resignation. As If a Control Termination Event has occurred and is continuing, neither the Controlling Class Representative nor any other Controlling Class Certificateholder shall be entitled to remove or replace the Special Servicer with respect to any Excluded Special Servicer Loan. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of receiving any of their then current ratings of the AwardCertificates and the equivalent from each NRSRO hired to provide ratings with respect to any commercial mortgage-backed securities backed by a Serviced Companion Loan, (ii) the Excluded Special Servicer is a replacement special servicer meeting the applicable requirements of this Agreement and (iii) the Excluded Special Servicer delivers to the Depositor and any applicable depositor related to another securitization that includes a Serviced Companion Loan, the Participant agrees that in the event information, if any, required pursuant to Item 6.02 of the Participant’s resignation, the Participant shall provide AB with prior written notice of the Participant’s intent to resign based on the schedule set forth below. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries), including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreement, the Participant will continue to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so long as the Participant’s employment with AB continues during the notice period. Once the Participant has provided AB with prior written notice of the Participant’s intent to resign, AB may, Form 8-K Current Report regarding itself in its sole discretion, either shorten the Participant’s notice period role as Excluded Special Servicer. If at any time during the notice period in accordance Person that had acted as the Special Servicer for any Mortgage Loan or Serviced Whole Loan prior to such Mortgage Loan or Serviced Whole Loan, as the case may be, becoming an Excluded Special Servicer Loan is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming REO Property or an assumption of the Excluded Special Servicer Loan) with Section 9 of this Award Agreement respect to such Mortgage Loan or require Serviced Whole Loan, as the Participant to discontinue case may be, (1) the related Excluded Special Servicer shall resign, (2) such Mortgage Loan or limit regular dutiesServiced Whole Loan, including prohibiting as the Participant from further entry to any of AB’s premises. case may be, shall no longer be an Excluded Special Servicer Loan, (In either case3) such original Special Servicer shall become the Special Servicer again for such Mortgage Loan or Serviced Whole Loan, as the Participant case may be, and (4) such original Special Servicer shall be treated as having informed AB of his entitled to all Special Servicing Compensation with respect to such Mortgage Loan or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d)Serviced Whole Loan, as applicablethe case may be, of this Award Agreement.) If AB shortens earned during such time on and after it resumes its duties as Special Servicer with respect to such Mortgage Loan or Serviced Whole Loan, as the Participant’s notice period, the Participant’s resignation case may be. The Excluded Special Servicer shall become effective as perform all of the end obligations of the shortened notice period and, thereafter, Special Servicer for the Participant related Excluded Special Servicer Loan and will be entitled to all Special Servicing Compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that that Special Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans which are not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(cExcluded Special Servicer Loans), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 days.

Notice of Resignation. As a condition Given the strategic importance of receiving the Awardposition the Employee holds and irreparable harm to the Company and its business opportunities that the Employee’s abrupt resignation or other voluntary departure would likely cause, in consideration of the compensation commitments set forth in Section 2 of this Agreement, the Participant Employee agrees that in to provide the event of the Participant’s resignation, the Participant shall provide AB Company with thirty (30) days prior written notice of resignation, retirement or other voluntary termination of the ParticipantEmployee’s intent employment. The Employee also agrees that because the Employee’s services will be personal and unique and because the Employee will have access to resign based on and will be acquainted with Company confidential information, to the schedule set forth below. Notwithstanding the terms of fullest extent permitted by law, this notice provision will be enforceable by injunction, specific performance or other equitable relief, without bond and without prejudice to any other agreement between rights or remedies that the Participant and AB Company may have for breach of this notice provision. The Company reserves the right to exercise its discretion with respect to the duration of this notice period (or its subsidiaries)any portion of the notice period) but not to extend the applicable notice period beyond the period specified, includingto change or remove any of the Employee’s duties, and/or require the Employee to remain away from the Company’s premises, and/or take such other action as determined by the Company to aid and assist in the transition process associated with the Employee’s departure. During this notice period the Employee must continue to act in a manner consistent with the Employee’s obligations as a Company employee, including but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreementto the Employee’s duty of loyalty. The Employee understands and agrees that during the thirty (30) day period after the Employee provides the Company with written notice of resignation, the Participant will continue Employee remains an employee of the Company and is not free to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so long as the Participant’s begin employment with AB continues during another company, absent the Company’s authorized and written consent. The Company also retains the discretion to waive the notice period (or any portion of the notice period) and consider the Employee’s resignation effective immediately, or some date prior to the end of the notice period. Once In this instance, the Participant has provided AB with prior written notice of Company will continue to pay the ParticipantEmployee’s intent to resign, AB may, in its sole discretion, either shorten then current Base Salary Amount for the Participant’s entire notice period at any time during (not to exceed the notice period in accordance with Section 9 of this Award Agreement or require the Participant to discontinue or limit regular duties, including prohibiting the Participant from further entry to any of AB’s premises. (In either case, the Participant shall be treated as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award Agreement.) If AB shortens the Participant’s applicable notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue pursuant to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 daysits regular payroll practices.

Notice of Resignation. As a condition Administrative Agent may at any time give notice of receiving its resignation to the AwardLenders, the Participant agrees that in the event L/C Issuer and Xxxxxxxx. Upon receipt of the Participant’s any such notice of resignation, the Participant Required Lenders shall provide AB have the right, in consultation with prior written Xxxxxxxx, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the right to consent to such successor, such consent to not be unreasonably withheld. If no such successor shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the Participant’s intent to resign based retiring Administrative Agent may on behalf of the schedule Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth below. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries)above, including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreement, the Participant will continue to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the Participant’s employment with AB continues during right to consent to such successor, such consent to not be unreasonably withheld; provided further that if Administrative Agent shall notify Xxxxxxxx and the notice period. Once the Participant Lenders that no qualifying Person has provided AB with prior written notice of the Participant’s intent to resignaccepted such appointment, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period then such resignation shall nonetheless become effective in accordance with Section 9 such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Xxxxxxx appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Xxxxxxxx to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Award Agreement Article and Section 10.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or require the Participant omitted to discontinue or limit regular duties, including prohibiting the Participant from further entry to be taken by any of AB’s premises. (In either case, them while the Participant shall be treated retiring Administrative Agent was acting as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award AgreementAdministrative Agent.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 days

Notice of Resignation. As a condition Administrative Agent may at any time give notice of receiving its resignation to the AwardLenders, the Participant agrees that in the event L/C Issuer and Xxxxxxxx. Upon receipt of the Participant’s any such notice of resignation, the Participant Required Lenders shall provide AB have the right, in consultation with prior written Xxxxxxxx, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States; provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the right to consent to such successor, such consent to not be unreasonably withheld. If no such successor shall have been so appointed by the Required Xxxxxxx and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the Participant’s intent to resign based retiring Administrative Agent may on behalf of the schedule Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth below. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries)above, including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award Agreement, the Participant will continue to be eligible for base salary or draw, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so provided that as long as no Event of Default hereunder has occurred and is continuing, Borrower shall have the Participant’s employment with AB continues during right to consent to such successor, such consent to not be unreasonably withheld; provided further that if Administrative Agent shall notify Xxxxxxxx and the notice period. Once the Participant Lenders that no qualifying Person has provided AB with prior written notice of the Participant’s intent to resignaccepted such appointment, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period then such resignation shall nonetheless become effective in accordance with Section 9 such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Xxxxxxxx to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed in writing between Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Award Agreement Article and Section 10.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or require the Participant omitted to discontinue or limit regular duties, including prohibiting the Participant from further entry to be taken by any of AB’s premises. (In either case, them while the Participant shall be treated retiring Administrative Agent was acting as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award AgreementAdministrative Agent.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 days

Notice of Resignation. As Four (4) weeks written notice of resignation shall be given regarding resignation of employment by the Nurse, unless mutually satisfactory arrangements are made otherwise. Accrued vacation, holiday and overtime benefits shall be paid out on the day of resignation or on the next regular pay day where the resignation day and pay day are not the same. When a condition of receiving the AwardNurse resigns, is discharged, retires or dies, the Participant agrees that Nurse or the estate shall receive payment in proportion to any unused vacation leave credits, holiday leave credits and overtime lieu time credits, computed as of the last day of employment. The Employer is entitled to withhold any monies owed to the Employer from any accrued benefits. 22.01 In the event of suspension or termination of a Nurse’s employment by the Participant’s resignationEmployer, the Participant Nurse shall provide AB with prior be given written reasons for the action taken. If this procedure is not followed, the action taken shall not be void but the time limits under Article 14 shall not commence until the notice is given. 22.02 It shall be a violation of this Agreement, subject to the grievance and arbitration procedures herein, if a Nurse is suspended or disciplined, or has been discharged by the Employer without just cause. 22.03 If a Nurse is dismissed or suspended for cause, the Employer will advise a Labour Relations Representative of the Union in writing as soon as reasonably possible. 22.04 When a Nurse is to be advised in person of a disciplinary action the Employer shall advise the Nurse of the right to elect to have a representative of the Local Union at the meeting. The Employer will give the Nurse and the Local union Representative reasonable advance notice of the Participantmeeting. The Employer will be notified prior to the meeting, of the Nurse’s intent intention to resign based on the schedule set forth belowbe accompanied by a Local union Representative. Notwithstanding the terms of any other agreement between the Participant and AB (or its subsidiaries), including, but not limited to, any employment agreement, which agreement shall be deemed amended by this Award AgreementWhere circumstances warrant an immediate meeting, the Participant will continue to meeting may proceed should a representative not be eligible for base salary readily available. In the case of a suspension or drawtermination, available health and welfare benefits, and quarterly distribution payments on unvested Restricted Units, so long as the Participant’s employment with AB continues during the notice period. Once the Participant has union representation may be provided AB with prior written notice by a Labour Relations Representative of the Participant’s intent to resign, AB may, in its sole discretion, either shorten the Participant’s notice period at any time during the notice period in accordance with Section 9 of this Award Agreement or require the Participant to discontinue or limit regular duties, including prohibiting the Participant from further entry to any of AB’s premises. (In either case, the Participant shall be treated as having informed AB of his or her intent to resign and continue to be obligated to satisfy the requirements of Sections 7(c) and 7(d), as applicable, of this Award AgreementUnion.) If AB shortens the Participant’s notice period, the Participant’s resignation shall become effective as of the end of the shortened notice period and, thereafter, the Participant shall not receive salary or draw, bonus or other year-end incentive compensation, health and welfare benefits, quarterly distribution payments on unvested Restricted Units, or any Restricted Units or Deferred Cash that otherwise would have vested in accordance with Section 5 of Schedule A, except for Restricted Units (and quarterly distribution payments on unvested Restricted Units) and Deferred Cash that continue to vest and be distributed as provided in Sections 7(c), 7(d) and 7(e) of this Award Agreement. The notice period shall be as follows: Senior Vice President or above: 90 days Vice President: 60 days Assistant Vice President or below: 30 days