Any purported Resignation for Good Reason pursuant to [Section 4(e)(i) through (e)(iv)] above will not be effective until the Employee has delivered to the Company, within sixty (60) days of the initial existence of the Good Reason condition, a written explanation that describes the basis for the Employee’s belief that the Employee should be permitted to terminate the Employee’s employment and have it treated as a Resignation for Good Reason and the Company has been given thirty (30) days following delivery of such notice to cure any curable violation. In no instance will a resignation by Employee be deemed to be a

Upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have resigned from all positions with Parent and its affiliates, including the Company, and, at Parent’s request, the Executive shall promptly deliver written evidence of such resignation.

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.

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

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.

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.

Cosmos shall have received a written resignation from each of the directors and officers of [[Organization B:Organization]] effective as of the Closing.

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

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.

Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.