Performance Factor. If MFI does not achieve the [*] Sealy Premium Product BOS and Sealy Premium Product is not Competitive, then there shall be a determination of which party is "more in breach." If Sealy's Performance Factor is a greater percentage than MFI's Performance Factor percentage, then MFI shall be deemed to be in breach. If MFI's Performance Factor is a greater percentage than or equal to Sealy's Performance Factor percentage, then Sealy shall be deemed to be in breach for purposes of Premium Products under Section 6 and 7 of this Agreement. The following are various illustrations of possible Performance Factor scenarios in practical terms: [*] Sealy is not in breach; MFI is in breach because its Sealy Premium Product BOS is below the requisite [*] minimum. [*] Sealy is in breach because its performance against the other National Brand Premium Product is less than 100%, but MFI is "more in breach" because MFI's Sealy Premium Product BOS is at [*] of the BOS target, while Sealy's percentage performance is better at [*] vis a vis the other National Brand Premium Product. [*] Sealy is in breach because its performance rate is only [*] against the other brand and MFI is achieving a greater [*] of its Sealy Premium Product minimum BOS.
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Sources: Branded Product Supply Agreement (Mattress Holding Corp.), Branded Product Supply Agreement (Mattress Holding Corp.)