Any purported termination of Executive's employment with the Company (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto [[Organization A:Organization]] the other party hereto in accordance with Article 9 hereof. For purposes of this Agreement a "Notice of Termination", in the case of termination for Cause, shall mean delivery [[Organization A:Organization]] Executive of a copy of a resolution duly adopted by the Board at a meeting of the Board called and held for that purpose (after not less than 10 days notice [[Organization A:Organization]] Executive ("Preliminary Notice") and reasonable opportunity for Executive, together with Executive's counsel, [[Organization A:Organization]] be heard before the Board prior [[Organization A:Organization]] such vote) finding, that in good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail. The Board shall not later than 30 days after the receipt of the Preliminary Notice by Executive communicate its findings [[Organization A:Organization]] Executive. A failure by the Board [[Organization A:Organization]] make its finding of Cause or [[Organization A:Organization]] communicate its conclusions within such 30-day period shall be deemed [[Organization A:Organization]] be a finding that Executive was not guilty of conduct constituting Cause.

Borrowing Procedures. Each Swingline Borrowing shall be made upon the irrevocable notice by the Borrower to the Swingline Lender and the Administrative Agent, which notice may be by telephone (which telephonic notice shall be promptly confirmed in writing). Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. (New York City time) on the requested borrowing date, and shall specify # the amount to be borrowed, which shall be a minimum of $500,000 or a whole multiple of $100,000 in excess thereof, # the requested borrowing date, which shall be a Business Day and # the account of the Borrower to be credited with the proceeds of such Swingline Borrowing. The Borrower shall deliver to the Swingline Lender and the Administrative Agent a written Swingline Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent of the contents thereof. Unless the Swingline Lender has received notice from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. (New York City time) on the date of the proposed Swingline Borrowing # directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of [Section 2.04(a) or (B)] that one or more of the applicable conditions specified in [Section 4.02] is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. (New York City time) on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swingline Lender shall not be obligated to make any Swingline Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements reasonably satisfactory to it to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by Cash Collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swingline Loans.

Directors are expected to prepare for, attend, and contribute meaningfully in all Board and applicable committee meetings in order to discharge their obligations. Consistent with their fiduciary duties, directors are expected to maintain the confidentiality of the Board and its committee’s deliberations in accordance with SEC, NASDAQ and FINRA requirements.

Exercise. A Participant electing to exercise an Option shall give written notice to the Company, as may be specified by the Committee, of exercise of the Option and the number of Shares elected for exercise, such notice to be accompanied by such instruments or documents as may be required by the Committee, and shall tender the purchase price of the Shares elected for exercise. To the extent an Option is not previously exercised as to all of the Shares subject thereto immediately prior to its expiration, if the fair market value of one Share is greater than the exercise price then in effect, then the Option shall be deemed automatically exercised at such time.

Exercise. An Option and an SAR shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee.

Exercise. Stock Options shall be exercisable at such time or times, in one or more installments, and subject to such terms and conditions as shall be determined by the Committee at or after grant.

Exercise. Tenant shall exercise an Extension Option, if at all, by giving Landlord unconditional, irrevocable written notice of such election not earlier than 450 days and not later than 360 days prior to the Expiration Date (as the same may have been extended), the time of such exercise being of the essence (the “Exercise Period”). Subject to the provisions of this Paragraph 3.3, upon the giving of such notice, this Lease and the Term shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the applicable Extension Term had originally been included in the Term.

Procedures for Audit. Denali is required to make its records available for inspection no more than one (1) time in any calendar year, only during regular business hours, only at such place or places where such records are customarily kept, and only upon receipt of at least thirty (30) days written advance notice from ​. Denali is only required to make any particular records available one (1) time, such that ​ may not audit any records that it previously audited.

Policies and Procedures. The employment relationship between the Parties shall continue to be governed by the general employment policies and practices of the Company, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

A Party seeking indemnification pursuant to this Article IX (an “Indemnified Party”) shall give written notice (the “Claim Notice”) to the Party from whom such indemnification is sought (the “Indemnifying Party”) of any claim for which it is seeking indemnity under this Article IX (a “Claim”), but failure to give a Claim Notice shall not relieve the Indemnifying Party of any Liability hereunder except to the extent that the Indemnifying Party has suffered actual prejudice thereby. Any survival period time limitation specified in [Section 9.2(a)] shall not apply to a Claim which has been the subject of a Claim Notice from the Indemnified Party to the Indemnifying Party given in good faith prior to the expiration of such period.