Required Notice. A termination for Cause shall be effective only if the Company gives Employee written notice of termination for Cause, describing Employee's acts or omissions that are believed to constitute Cause.

Required Consents. No consent of any Lender or any other Person will be required to effectuate any Extension, other than the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), the Borrowers and each Lender agreeing to such Extension with respect to one or more of its Revolving Facility Commitments. The transactions contemplated by this Section 2.22 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Commitments on such terms as may be set forth in the relevant Extension Offer) will not require the consent of any other Lender or any other Person, and the requirements of any provision of this Agreement (including Sections 2.09 and 2.16) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.22 will not apply to any of the transactions effected pursuant to this Section 2.22.

At any time after the date which is six (6) months after the closing of the Company’s first firm commitment underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within ten (10) business days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided, however, if the underwriter (if any) managing the offering determines that, because of marketing factors, not all of the Registrable Shares requested to be registered by all of the Stockholders may be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-1 (or any successor form) of all Registrable Shares which the Company has been requested to so register.

Required Consents. No consent shall be required for any assignment except to the extent required by [subsection (b)(i)(B)] of this Section and, in addition:

Required Consents. No consent shall be required for any assignment except to the extent required by [Section 12.8(b)(i)(B)] and, in addition: # the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless # an Event of Default has occurred and is continuing at the time of such assignment, or # such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Business Days after having received notice thereof; # the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of # any Revolving Credit Commitment or Revolving Credit Loans if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or # any Term Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund, # the consent of L/C Issuer shall be required for any assignment in respect of the Revolving Credit Facility, and # the consent of Swing Line Lender shall be required for any assignment in respect of the Revolving Credit Facility.

Procedures Required. Each communication given or delivered under this Agreement must be in writing and may be given by personal delivery or by certified mail. A written communication shall be deemed to have been given on the date it shall be delivered to the address required by this Agreement.

Required Consents. Any Refinancing Amendment may, without the consent of any Person other than the Administrative ​, the ​ and the Persons providing the applicable Refinancing Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative ​ and the ​, to effect the provisions of this Section 2.17. This Section 2.17 supersedes any provisions in [Section 11.01] to the contrary.

Relationship of Parties. The relationship of the Parties hereto is that of independent contractors. Nothing in this Agreement is intended or will be deemed to constitute a partnership, agency, employer-employee or joint venture relationship between the Parties. No Party will incur any debts or make any commitments for the other, except to the extent, if at all, specifically provided therein. There are no express or implied third party beneficiaries hereunder.

Relationship of Parties. The relationship between Borrowers, on the one hand, and the Bank, on the other, is, and at all times shall remain, solely that of borrower and lender. The Bank shall not under any circumstances be construed to be partners or joint venturers of Borrowers or any of their Affiliates; nor shall the Bank under any circumstances be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrowers or any of their Affiliates, or to owe any fiduciary duty to Borrowers or any of their Affiliates. The Bank does not undertake or assume any responsibility or duty to Borrowers or any of their Affiliates to select, review, inspect, supervise, pass judgment upon or otherwise inform Borrowers or any of their Affiliates of any matter in connection with Borrowers or their Property, any security held by the Bank or the operations of Borrowers or any of their Affiliates. Borrowers and each of their Affiliates shall rely entirely on their own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Bank in connection with such matters is solely for the protection of the Bank and neither Borrowers nor any of their Affiliates is entitled to rely thereon. Without limiting the generality of the foregoing, Borrowers expressly acknowledge that they have, independently and without reliance upon any advice, recommendation or information from the Bank or any of its Affiliates, made its own decision regarding the use of the proceeds of the Revolver Loans, and to obtain the Revolver Loan under the terms and conditions of this Agreement.

64 SECTION 10.MISCELLANEOUS