Annulment. This award is provisional until the Corporation actually pays cash in settlement of the award.

An Event of Default shall not be deemed to be in existence for any purpose of this Agreement if the Agent, with the consent of or at the direction of the Required ​, subject to [subsection 10.1], shall have waived such event in writing or stated in writing that the same has been cured to its reasonable satisfaction, but no such waiver shall extend to or affect any subsequent Event of Default or impair any rights of the Agent or ​ upon the occurrence thereof.

rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

If the Administrative Agent shall have proceeded to enforce any right under this Agreement and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any reason or shall have been determined to be adverse to the Administrative Agent, then and in every such case the Borrower, the Administrative Agent and the ​ shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Borrower, the Administrative Agent and the ​ shall continue as though no such proceeding had been taken.

The award of the arbitral tribunal shall be final and binding on the Parties. The Parties agree that they will not have recourse to any judicial proceedings, in any jurisdiction whatsoever, for the purpose of seeking appeal, annulment, setting aside, modification or any diminution or impairment of its terms or effect insofar as such exclusion can validly be made. Judgment upon any award rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

If the Participant designates as a Beneficiary the person who is the Participant’s spouse on the date of the designation, either by name or by relationship, or both, the dissolution, annulment or other legal termination of the marriage between the Participant and such person shall automatically revoke such designation. The foregoing shall not prevent the Participant from designating a former spouse as a beneficiary on a form that is both executed by the Participant and received by the Plan Administrator # after the date of the legal termination of the marriage between the Participant and such former spouse and # during the Participant’s lifetime.

The Committee may make such amendments or modifications in the terms and conditions of any grant of Restricted Stock as it may deem advisable, or cancel or annul any grant of Restricted Stock; provided, however, that no such amendment, modification, cancellation, or annulment may, without the consent of the Grantee, adversely affect his or her rights with respect to such grant. In addition, the Committee may amend or modify the deferral feature, provided that any such amendment or modification (i) is made in accordance with section 409A of the Code and the Treasury regulations promulgated thereunder, and (ii) does not adversely affect the Non-Employee Director’s rights thereunder without such Non-Employee Director’s written consent.

“(f) Mandatory Prepayment in Connection with the GSK Transaction. Upon the earliest of (A) one (1) Business Day following receipt by Borrower of the Upfront Payment or any proceeds thereof, (B) June 1, 2023, or (C) the cancellation, revocation, annulment, breakup or other termination of the GSK Transaction, Borrower shall immediately pay to the Lenders an amount equal to the sum of (i) all outstanding principal plus all accrued and unpaid interest with respect to the Term Loan Advances, in accordance with each Lender’s Pro Rata Share, (ii) the Prepayment Fee, (iii) the applicable Final Payment, and (iv) all other sums, if any, that shall have become due and payable with respect to the Term Loan Advances, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.

Remedies Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Debenture, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at ​’s election, immediately due and payable in cash at the Mandatory Default Amount. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Debenture, the interest rate on this Debenture shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon the payment in full of the Mandatory Default Amount, ​ shall promptly surrender this Debenture to or as directed by [[the Company:Organization]]. In connection with such acceleration described herein, ​ need not provide, and [[the Company:Organization]] hereby waives, any presentment, demand, protest or other notice of any kind, and ​ may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by ​ at any time prior to payment hereunder and ​ shall have all rights as a ​ of the Debenture until such time, if any, as ​ receives full payment pursuant to this Section 8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

Section # Rescission. At any time after any [[holders of the Notes:Organization]] have been declared due and payable pursuant to [Section 12.1(b) or (c)])], the holders of not less than 51% in principal amount of the [[holders of the Notes:Organization]] then outstanding, by written notice to the ​, may rescind and annul any such declaration and its consequences if # the ​ has paid all overdue interest on the [[holders of the Notes:Organization]], all principal of and Make-Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, on any [[holders of the Notes:Organization]] that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, Applicable Premium and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the [[holders of the Notes:Organization]], at the Default Rate, # neither the ​ nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, # all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to [Section 17], and # no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the [[holders of the Notes:Organization]]. No rescission and annulment under this [Section 12.3] will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.