WuXi ATU shall not be obligated to provide Services or Deliverables or otherwise comply with the restrictions and obligations under this Agreement or any Work Order until all overdue payments have been received by WuXi ATU, together with interest accrued on such late payments from the due date until full payment is received. WuXi ATU may also terminate the Work Order for material breach by Graphite upon ​ Business Days written notice to Graphite unless all undisputed overdue amounts owed plus interest is received by WuXi ATU within the notice period.

Notwithstanding anything to the contrary contained in [Section 1.04(a)] or in the definition of “Capital Lease Obligations,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute capital leases in conformity with GAAP on the date hereof shall be considered capital leases, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

Retention of Revisionary Interest. By the assignment and grant provided for in Paragraph 1.1, IIM reserves a right of reverter of the Lease Applications (or leases acquired thereby), upon failure of ALY to complete all of its deliverables described in Section 2 by the end of the Term or upon ALY terminating work on development of the Properties. This Contingent Right of Reverter may be enforced in equity; the Parties recognize that an adequate remedy at law might not exist. The governing jurisdiction for equitable and legal remedies shall be as provided in Paragraph 14.1.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, # the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if, and for so long as, the Administrative Agent and the Borrower reasonably agree that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences to the Borrower and the Subsidiaries), shall be excessive in view of the benefits to be obtained by the Lenders therefrom, # Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as reasonably agreed between the Administrative Agent and the Borrower, # in no event shall the Collateral include any Excluded Assets and # the foregoing provisions of this definition shall not require control agreements or perfection by “control” (other than in respect of certificated Collateral) with respect to any Collateral (including, without limitation, deposit accounts or other bank or securities accounts). The Administrative Agent may grant extensions of time for the creation and perfection of security interests, in or the obtaining of, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Original Effective Date or in connection with assets acquired, or Subsidiaries formed or acquired, after the Original Effective Date) where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Security Documents.

The Sponsor shall have made the Additional Warrant Issuance required in connection with the Final $40 Million Committed Amount providing for Additional Warrants for the full Remaining Warrant Amount (and any deliverables set forth in [Section 2(a)(ii)(C)] of the Note required in connection with the Additional Warrant Issuance shall be delivered), and all conditions precedent set forth in [Part III of Annex E] of the Note shall have been satisfied, in each case as certified in a certificate of a responsible officer of the Sponsor in accordance with [Part II of Annex E].

Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Wainwright. Wainwright shall be a third party beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.

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.