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.

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.

Without limiting the requirements set forth in Subsection # of this Section, [[Organization B:Organization]] acknowledges and agrees that each and every [[Organization C:Organization]] Document Deliverable for any Participated Mortgage Loan which is at any time in the custody, possession or control of [[Organization B:Organization]] after [[Organization C:Organization]]’s purchase of a Participation Interest in such Participated Mortgage Loan shall be held and delivered to the Document Custodian pursuant to the terms and conditions of Section 5.11 of the Warehouse Agreement. Nothing contained in this Addendum authorizes or permits the delivery to [[Organization B:Organization]] or any other Person (other than the Document Custodian) of any of the [[Organization C:Organization]] Document Deliverables which are required to be delivered directly to the Document Custodian pursuant to the provisions of this Addendum.

has not Delivered: # all of the satellites comprising the Phase 1 Satellites by the date falling ​ after the Phase 1 Second Completion Date, subject to extension to the extent the default is excused pursuant to [Article 17.0], Excusable Delays, or # (if the Phase 2 option has been exercised) all of the satellites comprising the Phase 2 Satellites by the later of ​ after the Phase 2 Second Completion Date or ​ after the date the Phase 2 option has been exercised, subject to extension to the extent the default is excused pursuant to [Article 17.0], Excusable Delays, provided that any such termination shall be in part, only with respect to all or any portion of the Work relating to Deliverables not Delivered on or before the date of termination (a “Partial Delivery Failure Termination”).

“EBITDA” shall mean for any period the sum of # Earnings Before Interest and Taxes for such period, plus # depreciation expenses for such period, plus # amortization expenses for such period, plus # one-time charges for severance and termination related charges and expenses in an amount not to exceed $1,000,000 for such period; plus # any fees or expenses incurred or paid by either the Borrower or any of its Subsidiaries or Affiliates in connection with the Borrowers’ entry into this Agreement and the Other Documents, (including, any fees or expenses incurred or paid by any Borrower or any Subsidiaries), appraisals or due diligence with respect to the Agreement and the Other Documents or any deliverables to be provided or actions to be taken on a post-closing basis for such period.

If, after ninety (90) days after Purchaser’s receipt of the Supply Deliverables, Purchaser discovers that an accepted Supply Deliverable is a Defective Product and that the nature of such defect was not visible or easily discoverable upon reasonable physical inspection of such product within the time period set forth in [Section 3.3(a)], there shall be an additional period of thirty (30) days in which Purchaser may revoke its acceptance of such Defective Product by providing written notice to Supplier of such revocation. If Purchaser fails to so notify Supplier of any Defective Product within such thirty (30) day period, Purchaser will be deemed to have irrevocably accepted the Product, without limiting Purchaser’s remedies # under [Section 4.5] or Article 7 or # otherwise available for Supplier’s breach of the warranty set forth in [Section 6.2].

The Mortgage Loan Files for Participated Mortgage Loans (other than any portions thereof which constitute [[Organization C:Organization]] Document Deliverables or which have been delivered to [[Organization C:Organization]]) shall be held in trust by [[Organization B:Organization]] as the property and for the benefit of [[Organization C:Organization]]. [[Organization B:Organization]] shall, and [[Organization B:Organization]] has a fiduciary duty to [[Organization C:Organization]], # to hold in trust for [[Organization C:Organization]], and as the property and for the benefit of [[Organization C:Organization]], such Mortgage Loan Files and (ii) (A) to turn over and deliver to [[Organization C:Organization]] such Mortgage Loan Files no later than one (1) Business Day after [[Organization C:Organization]]’s request and # not to release such Mortgage Loan Files to any Person (other than [[Organization C:Organization]]) except as otherwise expressly permitted hereunder.

Information; Reliance. The Company shall furnish, or cause to be furnished, to Wainwright all information requested by Wainwright for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition, the Company agrees to make available to Wainwright upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Wainwright # will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; # does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and # will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Wainwright or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Wainwright thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Wainwright, the Company shall deliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance satisfactory to Wainwright and its counsel as is customary for such Offering. Wainwright shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in an Offering.