The Administrative Agent may resign at any time by giving prior written notice thereof to [[Organization B:Organization]] and the Borrower and # the Administrative Agent may be removed upon the prior written notice to the Administrative Agent and the Borrower by the Majority [[Organization B:Organization]]. Such resignation or removal, as the case may be, is to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, thirty (30) days after such notice of resignation by the retiring Administrative Agent or such notice of removal by the Majority [[Organization B:Organization]], as the case may be. Upon any such resignation or removal, the Majority [[Organization B:Organization]] shall have the right to appoint on behalf of the Borrower and [[Organization B:Organization]], a successor Administrative Agent, which shall be reasonably acceptable to the Borrower (with any institution that is regularly engaged in the business of serving as a non-lender administrative agent for syndicated credit facilities (such as [[Administrative Agent:Organization]]) and any Affiliate of the Arranger, in each case, being deemed reasonably acceptable to the Borrower). The resigning Administrative Agent shall take such actions and execute such documents as reasonably necessary in connection with such resignation or removal, as the case may be (including, without limitation, transfers of all collateral held by such resigning Administrative Agent to the successor Administrative Agent and terminations and/or transfers of rights or control in all collateral related agreements). If no successor Administrative Agent shall have been so appointed by the Majority [[Organization B:Organization]] within twenty (20) days after the resigning Administrative Agent’s giving notice of its intention to resign or the Majority [[Organization B:Organization]] giving their notice of removal, as the case may be, then the resigning Administrative Agent may appoint, on behalf of the Borrower and [[Organization B:Organization]], a successor Administrative Agent. If the Administrative Agent has resigned and no successor Administrative Agent has been appointed, the Majority [[Organization B:Organization]] may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Majority [[Organization B:Organization]] until such successor Administrative Agent shall have been appointed as provided herein. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment and such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and such other instruments or notices, as may be necessary or desirable, or as the Majority [[Organization B:Organization]] may request, in order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, shall have been executed and filed or recorded, as applicable. Upon the Assumption of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent. Upon the effectiveness of the resignation of the Administrative Agent, the resigning Administrative Agent shall be discharged from its duties and obligations hereunder and under the Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph and subject to the rights, powers, privileges and duties of the Administrative Agent (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest). After the effectiveness of the resignation of an Administrative Agent, the provisions of this Article IX shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as an Administrative Agent hereunder and under the other Loan Documents.

Termination on Account of Resignation. Employee may, at any time, terminate Employee’s employment by voluntary resignation by giving the Company at least thirty (30) days prior written notice of the effective date of such termination. In the event of Employee’s termination of employment due to voluntary resignation not covered by Section 5.1(d), neither the COBRA Cash Stipend nor the Severance Pay shall be provided under this Agreement and all rights, duties, and obligations of the Parties under this Agreement, other than those obligations expressed in Article IV and Article VI, and Employee’s right to receive Earned Pay, vested benefits under any Employee Benefit Plans and vested RSUs and options, shall cease as of the employment termination date. The Earned Pay shall be paid in accordance with the Company’s applicable policies and applicable law. Any vested benefits to which Employee is entitled under the Employee Benefit Plans and vested RSUs and options shall be paid in accordance with the terms of the governing plan documents and agreements.

Resignation of Offices Upon Termination. Upon termination of Executive’s employment for any reason, Executive agrees that Executive will be deemed to resign from all offices and positions Executive holds with the Group (including, without limitation, on the board of directors or board of manager of any member of the Group); and further agrees that Executive shall execute such documents as shall be reasonably necessary to give effect to such resignations.

In addition to the rights of any Domestic Swing Line Lender pursuant to [Section 11.06(f)], subject to the appointment and acceptance of a successor Domestic Swing Line Lender, any Domestic Swing Line Lender may resign as a Domestic Swing Line Lender at any time upon forty-five (45) days’ prior written notice to the Administrative Agent and [[Released U.K. Borrowers:Organization]], in which case, such Domestic Swing Line Lender shall be replaced in accordance with [Section 2.04(g)(i)].

Voluntary Resignation; Termination for Cause. If the Employee’s employment with the Company terminates other than as a result of an Involuntary Termination or Resignation For Good Reason, then the Employee will not be entitled to receive severance change in control benefits as defined in this Section 2 or other severance or benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

Voluntary Resignation; Termination for Cause. If Executive voluntarily terminates Executive’s employment with the Company (other than for Good

Voluntary Resignation; Termination For Cause. If Executive's employment with the Company terminates # voluntarily by Executive (other than for Good Reason during the period following a Change in Control) or # by the Company for Cause, then Company shall have no duty to make any payments or provide any benefits to Executive pursuant to this Agreement other than the amount of Executive's Base Salary and Over-Time Allowance, if any, accrued through the Termination Date. The use of the term "Cause"in [Section 3.01.b.i] in no way limits the right of the Company to terminate Executive's employment pursuant to the provisions of this Article III. The Company must notify the Executive, in writing, that the Executive is being terminated for Cause, and such notice shall identify in reasonable detail the facts and events that the Company believes constitute Cause.

Resignation; Last Day of Employment. Executive's last day of employment with the Company will be May 5, 2017 (“Separation Date”). Executive hereby resigns effective as of the Separation Date from any office held by the Executive with the Company or its subsidiaries. The Executive shall remain an employee of the Company from the Effective Date through and including the Separation Date. Executive acknowledges that the Company has paid or will pay Executive all accrued wages through that date, including any accrued unused vacation, and has refunded or will refund any accumulated contributions to the Company’s Employee Stock Purchase Plan for the current offering period, where applicable and appropriate as of the Separation Date, whether or not Executive signs this Agreement. Executive acknowledges and agrees that his accrued but unused vacation as of March 1, 2017 is $14,980. Except as set forth herein, Executive’s participation in the Company’s 401(k) plan and other employee benefits programs will cease as of the Separation Date. The Executive agrees that he is not entitled to any other salary, bonus, equity or other compensation from the Company except as expressly set forth herein.

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 [[Organization B:Organization]] and the Borrower. Upon any such notice of resignation, the Required Revolving [[Organization B:Organization]] 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 [[Organization B:Organization]], a successor Issuing Bank from among the Revolving [[Organization B:Organization]] 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.

resignation of employment (other than a Good Reason Resignation) before the job-end date specified by the Employer or while the Employer still desires the Eligible Employee’s services;