Effect of Resignation or Removal. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) # the retiring or removed ​ shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the ​ on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring or removed ​ shall continue to hold such collateral security until such time as a successor ​ is appointed) and # except for any indemnity payments or other amounts then owed to the retiring or removed ​, all payments, communications and determinations provided to be made by, to or through the ​ shall instead be made by or to each ​ and each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor ​ as provided for above. Upon the acceptance of a successor’s appointment as ​ hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) ​ (other than as provided in [Section 3.01(g)] and other than any rights to indemnity payments or other amounts owed to the retiring or removed ​ as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed ​ 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 9.06]). The fees payable by the ​ to a successor ​ shall be the

Resignation from Offices and Directorships. Effective as of February 28, 2017 (the "Termination Date"), Executive resigns from his position as Senior Executive Vice President and Chief Revenue Officer of the Companies, as well as from all director, officer or other positions he holds on behalf of the Companies (which for the avoidance of doubt, and in conformity with the definition of "Companies," shall include Holdings, ​ and all of their subsidiaries and divisions). Executive agrees to sign all appropriate documentation, if any, prepared by the Companies to facilitate these resignations; provided that Executive understands that such resignations are self-effectuating and are effective on the Termination Date.

The Facility Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving notice to the Lenders and the Borrower.

Resignation of Offices Upon Termination. Upon termination of Executive’s employment for any reason, Executive agrees that he shall resign from all offices and positions he holds with the Company or any of its affiliates; and further agrees that he shall execute such documents as shall be reasonably necessary to give effect to such resignations.

Sole Agreement Regarding Resignation Benefits. Executive understands and agrees that he has no entitlement to payments or benefits as result of his resignation under the Executive Severance and Non-Compete Agreement. Upon execution of this Agreement, the Executive Severance and Non-Compete Agreement shall be of no further force and effect.

We refer to the Facilities Agreement. This is a Resignation Letter. Terms defined in the Facilities Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

"Resignation Letter" means a letter substantially in the form set out in [Schedule 6] (Form of Resignation Letter).

“Resignation for Good Reason” means a Separation as a result of your resignation within 30 days after one of the following conditions has come into existence without your consent:

Administrative Agent be a Defaulting [[Organization A:Organization]]. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

The Administrative Agent may at any time give notice of its resignation to the Lenders and the [[Organization A:Organization]]. Upon receipt of any such notice of resignation, the Majority Lenders shall have the right, in consultation with the [[Organization A:Organization]], to appoint a successor. If no such successor shall have been so appointed by the Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.