proved reserves, reserve replacement, drillbit reserve replacement or reserve growth; # exploration and development costs, capital expenditures, finding and development costs, drillbit finding and development costs, operating costs (including, but not limited to, lease operating expenses, severance taxes and other production taxes, gathering and transportation and other components of operating expenses), base operating costs, or production costs; # net asset value; # Fair Market Value of the Stock, share price, share price appreciation, total stockholder return or payments of dividends; # achievement of savings from business improvement projects and achievement of capital projects deliverables; # working capital or working capital changes; # operating profit or net operating profit;

“[[Organization C:Organization]] Document Deliverables” shall mean, with respect to any Participated Mortgage Loan, # the original of the fully executed Mortgage Note for such Participated Mortgage Loan, together with the Required Endorsements related thereto (including, without limitation, each original executed allonge required by [[Organization C:Organization]] in connection therewith) and # any other agreements, files, records and other documents related to such Participated Mortgage Loan which are required to be delivered to [[Organization C:Organization]] in connection with the purchase of the Participation Interest in such Participated Mortgage Loan pursuant to the Warehouse Program Guide in effect as of the related Purchase Date.

Changes. Either Party may propose a change in the scope or detail of a Work Order. Any such change will require a written change of scope amendment to each Work Order (a “Change of Scope”). Each Change of Scope will detail the requested changes to the applicable task, responsibility, duty, milestone, deliverables, budget, Timeline(s) or other matter. A Change of Scope will become effective as an amendment to such Work Order upon the execution of such Change of Scope by both Parties’ authorized representatives. Each Party agrees to act in good faith and promptly when considering a Change of Scope requested by the other Party.

Section # Acceleration and Extension of Maturity Date. The Maturity Date shall be November 29, 2017, unless extended, at the election of the Company to July 11, 2018, by written notice to the Holder on or before November 27, 2017 (the “Extension Notice Date”), together with the deliverables set forth in [Section 2.2(b)] of the Purchase Agreement and so long as # the Company is not in default under the terms of any of the Transaction Documents after receipt of notice from the Holder of the same (subject to any cure periods), and # subject to and in accordance with the terms herein and in the Purchase Agreement.

WuXi ATU shall promptly notify Graphite if it learns of or has reason to know of any activities in connection with the Services which may constitute a violation Section 18.1 of this Agreement or the anti-bribery, anti-corruption laws that apply to WuXi ATU. In the event of any such breach Graphite # may terminate this Agreement immediately; # all obligations of the Graphite to pay any fees or other compensation to the WuXi ATU shall cease immediately except to the extent Graphite elects to take possession of any Deliverables related thereto; and # the WuXi ATU shall immediately return to the Graphite any funds paid to WuXi ATU arising from any transaction in violation of Section 18.1.

Subrogation. Subject to the terms of this Contract, the Parties hereby agree that no rights of subrogation arising from any insurance shall apply in this Contract (and shall cause its insurer(s) to waive any such rights of subrogation) against the other Party and its Affiliates, directors, officers and employees, and to the extent reasonably consistent with industry-standard insurance policies, contractors, subcontractors, Consultants, and agents, with respect to all rights, obligations, remedies and claims under, or related to, or arising from this Contract, including all work performed, deliverables, or liabilities of any kind whatsoever, whether sounding in contract or in tort (including, but not limited to, negligence), to the fullest extent authorized by Law.

6.2Manufacturing Warranty. Supplier warrants to Purchaser that all Supply Deliverables supplied hereunder shall: # conform to the Specifications as such Specifications exist as of the time of delivery hereunder; and # have been manufactured in compliance with this Agreement; and # be free from defects in materials and workmanship; provided, however that Supplier shall have no warranty obligation under [Section 6.2(a)] with respect to any Supply Deliverable that is modified, altered, transported, stored or used after the date of delivery hereunder in a manner inconsistent in any material respect with the Specifications. Except as provided in Article 7, Supplier’s sole liability and Purchaser’s sole remedy for breach of the foregoing warranty shall be limited to the actions and procedures set forth in [Section 3.3(c)].

Categories of Service Provider Information. The Parties acknowledge and agree that certain Confidential and Proprietary Information of Service Provider delivered to Owners under this Agreement in accordance with Exhibit B (Deliverables) as Licensed IP may be disclosed on a confidential basis without the prior consent of Service Provider (“Service Provider Disclosable Information,” as described in Section 14.5(b)), and that certain other Confidential and Proprietary Information of Service Provider delivered to Owners as Licensed IP may not be disclosed by Owners to any Third Parties without the prior consent of Service Provider (“Service Provider Non-Disclosable Information,” as described in Section 14.5(d)). Owners agree to abide by the provisions of this Section 14.5 governing the release of Service Provider’s Confidential and Proprietary Information.

Performance. The Licensed IP, including but not limited to the software and Configuration Data shall be treated in accordance with Article 10 of the Services Agreement mutatis mutandis; provided, however, that Facility IP developed under the EPC Agreement shall be provided on an as-is, where-is basis and without warranty. In addition to re-performance under Article 10 of the Services Agreement (to the extent required thereby), Service Provider agrees to use commercially reasonable efforts during the term of the Services Agreement and subject to the terms and conditions therein, at Owners’ request and expense, to provide updates, corrections, replacements, repairs, and other work to ensure that Facility software, hardware, Configuration Data, or other physical deliverables meet Owners’ needs.

In notifying Supplier of Defective Product, Purchaser shall identify in reasonable detail the nature of the defect and Purchaser’s determination as to the cause of the defect. Supplier shall have a reasonable opportunity, not to exceed forty-five (45) days from receipt of notification, to review any materials provided by Purchaser to substantiate the existence of a Defective Product and to inspect its own stocks (if any) of Supply Deliverables. Supplier shall thereafter provide Purchaser with detailed written instructions to return or dispose of such Defective Product, subject to [Section 3.4] of this Agreement. If Supplier requests that Purchaser return allegedly Defective Product, Supplier shall immediately provide a Returned Material Authorization (“RMA”) number to Purchaser. Within thirty (30) business days of its receipt of the RMA number, Purchaser shall return to Supplier the allegedly Defective Product, freight prepaid, in a shipping carton with the RMA number displayed on the outside of the carton. Supplier reserves the right to refuse to accept any allegedly Defective Products that do not bear an RMA number on the outside of the carton. Purchaser shall have no obligation to pay for any Supply Deliverable that is subject to a claim of non-compliance or defect made pursuant to this Section. Subject to [Section 3.4], Supplier shall, at the option of the Purchaser, either: # within eight (8) weeks, and at Supplier’s own expense, replace such defective or nonconforming Supply Deliverable, or # credit Purchaser with the transfer price paid by Purchaser in connection with such Supply Deliverable and reimburse Purchaser for its costs incurred in connection with the shipment and return of the Defective Product, or # refund any sums paid to Supplier attributable to the defective or nonconforming Supply Deliverable, and reimburse Purchaser for its costs incurred in connection with the shipment and return of the Defective Product. Purchaser shall not have the right to return any quantity of Supply Deliverables except for Defective Products subject to and in accordance with this [Section 3.3(c)].