Resignation Without Good Reason. The Executive shall be entitled to resign from the employment of the Company at any time during the Contract Period without Good Reason, but upon such resignation the Executive shall not be entitled to any additional compensation for the time after which he ceases to be employed by the Company, and shall not be entitled to any of the other benefits provided hereunder. No such resignation shall be effective unless in writing with thirty (30) days’ notice thereof.

Resignation for Good Reason. Employee may terminate Employee's employment hereunder for "Good Reason". For purposes of this Agreement, "Good Reason" shall mean # a substantial diminution or change of the duties of the Employee which is materially inconsistent with Employee's duties and services provided for in Section 2 hereof, # a material breach by the Company of this Agreement after notice and such breach has not been cured within twenty days after receipt of such notice, or # any purported termination by the Company of Employee's employment otherwise than expressly permitted by this Agreement.

You may resign for Good Reason at any time that you are actively employed during the Contract Period by written notice to the Company no more than thirty (30) days after the occurrence of the event constituting Good Reason. Such notice shall state the grounds for such Good Reason resignation and an effective date no earlier than thirty (30) business days after the date it is given. The Company shall have thirty (30) business days from the giving of such notice within which to cure and, in the event of such cure, your notice shall be of no further force or effect.

Resignation from Official Positions. If your employment with the Company terminates for any reason, you shall be deemed to have resigned at that time from any and all officer or director positions that you may have held with the Company and all board seats or other positions in other entities to which you have been designated by the Company or which you have held on behalf of the Company. If, for any reason, this paragraph 17(b) is deemed insufficient to effectuate such resignation, you hereby authorize the Secretary and any Assistant Secretary of the Company to execute any documents or instruments which the Company may deem necessary or desirable to effectuate such resignation or resignations, and to act as your attorney-in fact.

Payment Following Resignation/Release. Upon: 1) Employee’s Resignation and execution of this Agreement; 2) Employee’s execution of the Resignation General Release attached as Exhibit A hereto as on March 1, 2016 or thereafter; and 3) the expiration of the seven (7) day Revocation Period in the Resignation General Release without the revocation of such release, the Company shall pay Employee a lump sum payment of $443,500 (the “Resignation Payment”). The parties acknowledge that the Resignation Payment is consideration for Employee entering into this Agreement (and in particular his taking on the Restrictive Covenants in Section 4 of the Agreement) and his release of claims in the Resignation General Release. Employee acknowledges that the Resignation Payment is in addition to any compensation Employee has earned from the Company through the Transition Start Date and that Employee would not be entitled to the Resignation Payment but for Employee’s execution of this Agreement and Exhibit A, the Resignation General Release.

Resignation of the Observer. The Observer may resign at any time by delivering notice in writing or by electronic transmission of such resignation to the Company. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Company. The acceptance of such resignation shall not be necessary to make it effective.

Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, 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. 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 retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Company and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and # the retiring Administrative Agent 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 Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and # all payments, communications and determinations provided to be made by, to or through the 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 9.06]. 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 9.06]). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 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 omitted to be taken by any of them # while the retiring Administrative Agent was acting as Administrative Agent and # after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including # acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and # in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

Termination of Employment; Resignation. The parties acknowledge that Executive’s employment relationship with the Company will cease at the close of business on August 4, 2017 or such other date that Executive and the Company mutually agree (the “Termination Date”). Pending the Termination Date, the Company reserves the right to change the responsibilities of Executive. 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.

Resignation of Issuing Bank Issuing Bank may resign at any time upon notice to Agent and Borrowers On and after the effective date of such resignation, Issuing Bank shall have no obligation to issue, amend, renew, extend or otherwise modify any Letter of Credit, but shall continue to have all rights and other obligations of an Issuing Bank hereunder relating to any Letter of Credit issued by it prior to such date Agent shall promptly appoint a replacement Issuing Bank, which, as long as no Default or Event of Default exists, shall be reasonably acceptable to Borrower Agent

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.