Common use of Quantity Clause in Contracts

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by ▇▇▇▇▇’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,

Quantity. 3.1 Unless otherwise stated in the Order, the 6.1 This Purchase Order is a requirements contract under which Buyer shall will purchase and Seller will sell all or a specific percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. If a percentage or range of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for is not specified on the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Purchase Order, for or if the length of Purchase Order specifies the applicable vehicle manufacturer’s program production life (including model refreshes quantity as determined by the vehicle manufacturerzero, one, “blanket order(s). If the Order states that it is ,” “as released,” “see release,” “as scheduled,” “as directed,” or in a blanket ordersimilar fashion, ▇▇▇▇▇ commits then Buyer hereby agrees to purchasing from buy and Seller each of the Supplies and no more than hereby agrees to sell 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or Products, and those quantity forecasts or projections for requirements will be reflected in the quantities set forth in Buyer’s Supplies needs Releases. If a percentage or a percentage range of Buyer’s requirements are specified on the anticipated duration of Purchase Order or elsewhere in the programContract, if anythis language controls over any other quantity term, for which the Supplies are being producedsuch “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges that Buyer’s quantity requirements are dependent upon the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges quantity requirements of Customers and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by ▇▇▇▇▇’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of: (iia) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties. 6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty warranty, guaranty or guaranty commitment of any kind or nature whatsoever as nature, express or implied, regarding any forecasts provided to the Seller, including with respect to their accuracy of the volume/duration projections,or completeness.

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage (a) The quantities to be sold and delivered at each point of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period delivery specified in the Order or, applicable Special Provisions (the “Point of Delivery”) during each month or other specified delivery period shall conform to those set forth in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length Special Provisions of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer)Contract. If the Order states that it is Special Provisions set forth a blanket orderrange of quantities, then the deliveries shall be within the minimum and maximum volumes within such range. Quantities made available by Seller but not purchased by Buyer may not be carried forward without ▇▇▇▇▇ commits ▇▇’s written consent. Except as may be required by law, Seller has no obligation whatsoever to purchasing from Seller each sell or deliver to Buyer any quantities in excess of the Supplies monthly quantity specifically set forth in a Contract, regardless of whether quantities in excess of such quantities may have been sold and delivered in any preceding month or months. At any time during the term of a Contract, Seller and Buyer may mutually elect to sell and purchase additional quantities in accordance with and subject to the terms and conditions contained in the Contract, by supplementing the Contract as to such quantities. (b) Seller may impose allocation of any Products where Seller determines, in good faith and at its sole election, that such allocation is required by applicable law, regulation, governmental authority, or due to a Force Majeure Event. Seller shall provide Buyer prior written notice prior to any such allocation. Seller shall have no more than 100% of Buyer's requirements obligation to make up any shortage resulting from an allocation hereunder. Furthermore, this Contract shall not be construed in any way to require Seller to purchase Product or transfer Product from another refinery to supply any or all of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific contract volume or percentage of Buyer’s requirements for the Supplieshereunder. 3.2 From time (c) If Seller plans to time Buyer may provide cease producing or processing Product at Seller’s facility(ies) supplying the Contract, then Seller may, with volume and/or quantity forecasts or projections for ninety (90) days prior notice to Buyer’s Supplies needs or , without liability, cease supplying such Product under the anticipated duration of Contract to the program, if anyextent Seller is unable to supply such Product, for which any reason, as a result of such cessation, and Seller may terminate the Supplies are being produced. Contract; provided, however, that during such ninety (90) day period Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied shall use commercially reasonable efforts to Buyer procure all Product volumes previously nominated by ▇▇▇▇▇’s Customer, contain variables in accordance with terms of this agreement, including pricing and assumptions, some points of delivery. (d) ▇▇▇▇▇ expressly agrees and accepts that in case of a reduction in the total supply of Product available to the Seller directly or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty indirectly due to Force Majeure or guaranty acts of any kind governmental authority or nature whatsoever as by a group of oil producing nations or by the effect of any Applicable Laws, Seller may first satisfy its needs and those of its affiliates before allocating any remaining available supply of Product. Under no circumstances whatsoever, shall Seller be required to the accuracy purchase additional quantities of the volume/duration projections,Product to fulfill contractual requirements hereunder. Should Seller so purchase additional Product from other sources, it shall not be required to allocate such Product to Buyer.

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. These orders are further subject to the Buyer issuing a release for specific quantities. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by ▇▇▇▇▇Buyer’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,, (iii) Buyer shall not have any obligation to correct or update any volume/duration projection (iv) the actual volumes/duration of ▇▇▇▇▇’s Supplies needs could be materially more or less than what was projected, and (v) Seller’s reliance upon a volume/duration projection is at its own risk. 3.3 Buyer may require Seller, at Seller’s expense, to participate in electronic data interchange or similar inventory management program for notification of Material Releases, shipping confirmation and/or other information relating to the Order.

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. These orders are further subject to the Buyer issuing a release for specific quantities. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by ▇▇▇▇▇’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's ’s requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's ’s requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity volume/duration forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that that: (i) the volume/duration projections may be based upon information supplied to Buyer by ▇▇▇▇▇Buyer’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, ; (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,; (iii) Buyer shall not have any obligation to correct or update any volume/duration projection;

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's ’s requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's ’s requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity volume/duration forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that that: (i) the volume/duration projections may be based upon information supplied to Buyer by ▇▇▇▇▇Buyer’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, ; (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,; (iii) Buyer shall not have any obligation to correct or update any volume/duration projection; (iv) the actual volume/duration of Buyer’s Supplies needs could be materially more or less than what was projected; and (v) Seller’s reliance upon a volume/duration projection is at its own risk. 3.3 Buyer may require Seller, at Seller’s expense, to participate in electronic data interchange or similar inventory management program for notification of Material Releases, shipping confirmation and/or other information relating to the Order.

Quantity. 3.1 Unless otherwise stated in Section 2.1 Buyer shall provide Seller 12 month’s written notice of the Orderdate on which Product will be required, and Seller shall, within that 12 month period, complete the Order is a requirements contract under which installation of Seller’s Meter(s). Upon completion of Seller’s Meter(s), Seller shall sell and deliver to Buyer, and Buyer shall purchase all or a specified percentage and receive from Seller, and pay for, the BPR subject to the terms and conditions hereof; provided, however, that Seller shall have no obligation to supply Product quantities in excess of the PCQ. Section 2.2 If Buyer’s requirements (as determined solely by Buyer) of Supplies from Product Requirements at any time temporarily exceed the PCQ, Seller for may sell Buyer As Available Product. Section 2.3 [***]. Section 2.4 [***]. Section 3.1 Seller warrants that, at the time period specified of delivery (a) Product delivered to Buyer hereunder shall conform to the Specifications set out in Appendix 2 (“Specifications”); (b) Seller shall have good title to and the Order or, in right to transfer the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states Product and that it is a blanket orderfree of all liens, taxes and encumbrances; (c) that the manufacture or sale of the Product sold and delivered hereunder will not infringe any U.S. Patent, but Seller does not warrant against such infringement by reason of the use of the Product alone, or in combination with other goods, or in the operation of any process. THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OF THE PRODUCT OR ITS FITNESS FOR ANY PARTICULAR USE OR PURPOSE. Product which (a) conforms to Specifications is hereinafter sometimes referred to as “On-Spec Product”; and (b) does not conform to Specifications is sometimes hereinafter referred to as “Off-Spec Product.” Section 3.2 [***]. Buyer shall have the right, at its option and expense, to install pressure regulation equipment downstream from the Delivery Point; provided, however, that Buyer may not install pressure regulation equipment that interferes with the operation of Seller’s Pipeline System. If Buyer has requirements for Product at flow rates above the PCQ, Seller shall utilize reasonable efforts to maintain the minimum pressure levels, but shall only be obligated to the minimum pressure specifications up to the PCQ. [***]. Section 3.3 Determination of the suitability of On-Spec Product or Off-Spec Product for any use by Buyer is the sole responsibility of Buyer. [***]. Section 3.4 ▇▇▇▇▇ commits agrees to purchasing from notify Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by promptly after ▇▇▇▇▇’s Customerdiscovery of its receipt of Off-Spec Product and Buyer may, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of no cost to Buyer, refuse to receive it prior to its passing the Delivery Point. Buyer has the responsibility to comply with all relevant reporting obligations under the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Sections 11001-11049 (ii) Buyer makes no representationEPCRA, warranty or guaranty of any kind or nature whatsoever also commonly known as to the accuracy Title III of the volume/duration projections,Superfund Amendments and Reauthorization Act of 1986 [▇▇▇▇ Title III]) resulting from the presence of Product supplied hereunder.

Quantity. 3.1 Unless otherwise stated in 6.1 To the Orderextent US law applies, the this Purchase Order is a requirements contract under which Buyer shall will purchase and Seller will sell all or a specific percentage or percentage range of Buyer’s quantity requirements for the Products and/or Services as specified on the face of the Purchase Order. In case of and limited to a requirements contract under US law, if a percentage or range of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for is not specified on the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Purchase Order, for or if the length of Purchase Order specifies the applicable vehicle manufacturer’s program production life (including model refreshes quantity as determined by the vehicle manufacturerzero, one, “blanket order(s). If the Order states that it is ,” “as released,” “see release,” “as scheduled,” “as directed,” or in a blanket ordersimilar fashion, ▇▇▇▇▇ commits then Buyer hereby agrees to purchasing from buy and Seller each of the Supplies and no more than hereby agrees to sell 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or Products, and those quantity forecasts or projections for requirements will be reflected in the quantities set forth in Buyer’s Supplies needs Releases. If a percentage or a percentage range of Buyer’s requirements are specified on the anticipated duration of Purchase Order or elsewhere in the programContract, if anythis language controls over any other quantity term, for which the Supplies are being producedsuch “blanket order(s)”, “as released”, “as scheduled”, etc. Seller acknowledges that Buyer’s quantity requirements are dependent upon the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges quantity requirements of Customers and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by ▇▇▇▇▇’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond be within the control of Buyer. To the extent this is a 100% requirements contract, Buyer may nonetheless purchase and use Products from other suppliers for the purposes of: (iia) trial production testing or similar purposes; (b) protecting against actual or potential shortages or disruptions in supply from Seller, as expressly provided below; and/or (c) in the event Seller fails to be competitive in terms of quality or Purchase Price of the Products and/or Services, or otherwise breaches the Contract. To the extent this is a requirements contract for less than 100% of Buyer’s requirements then, unless otherwise specifically stated in the Contract, the Contract is not exclusive and Buyer may purchase similar products or services from third parties. 6.2 Unless otherwise agreed in writing and signed by the Parties, the first two weeks of Buyer’s quantity requirements as stated in its Releases (if appliable) are considered firm orders. Beyond the two-week firm order period in a Release, any estimates of annual volume or other estimates, forecasts or projections of future anticipated volume or quantity requirements provided by Buyer in the Contract, Supplier Nomination Letter, or in the remainder of a given Release are provided for informational purposes only, shall not be binding upon Buyer, and may change from time to time, with or without notice to Seller, during the term of this Contract. Buyer makes no representation, warranty warranty, guaranty or guaranty commitment of any kind or nature whatsoever as nature, express or implied, regarding any forecasts provided to the Seller, including with respect to their accuracy of the volume/duration projections,or completeness.

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage (a) The quantities to be sold and delivered at each point of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period delivery specified in the Order or, applicable Special Provisions (the “Point of Delivery”) during each month or other specified delivery period shall conform to those set forth in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length Special Provisions of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer)Contract. If the Order states that it is Special Provisions set forth a blanket orderrange of quantities, ▇▇▇▇▇ commits to purchasing from then the deliveries shall be within the minimum and maximum volumes within such range. Quantities made available by Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time but not purchased by Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by carried forward without ▇▇▇▇▇▇’s Customerwritten consent. Except as may be required by law, contain variables Seller has no obligation whatsoever to sell or deliver to Buyer any quantities in excess of the monthly quantity specifically set forth in a Contract, regardless of whether quantities in excess of such quantities may have been sold and assumptionsdelivered in any preceding month or months. At any time during the term of a Contract, some Seller and Buyer may mutually elect to sell and purchase additional quantities in accordance with and subject to the terms and conditions contained in the Contract, by supplementing the Contract as to such quantities. (b) Seller may impose allocation of any Products where Seller determines, in good faith and at its sole election, that such allocation is required by applicable law, regulation, governmental authority, or due to a Force Majeure Event. Seller shall provide Buyer prior written notice prior to any such allocation. Seller shall have no obligation to make up any shortage resulting from an allocation hereunder. Furthermore, this Contract shall not be construed in any way to require Seller to purchase Product or transfer Product from another refinery to supply any or all of which may change over timethe contract volume hereunder. (c) If Seller plans to cease producing or processing Product at Seller’s facility(ies) supplying the Contract, may not have been accurate at the time that they were madethen Seller may, and/or are beyond the control of with ninety (90) days prior notice to Buyer, without liability, cease supplying such Product under the Contract to the extent Seller is unable to supply such Product, for any reason, as a result of such cessation, and Seller may terminate the Contract; provided, however, that during such ninety (ii90) Buyer makes no representationday period Seller shall use commercially reasonable efforts to procure all Product volumes previously nominated by Buyer, warranty in accordance with terms of this agreement, including pricing and points of delivery. (d) ▇▇▇▇▇ expressly agrees and accepts that in case of a reduction in the total supply of Product available to the Seller directly or guaranty indirectly due to Force Majeure or acts of any kind governmental authority or nature whatsoever as by a group of oil producing nations or by the effect of any Applicable Laws, Seller may first satisfy its needs and those of its affiliates before allocating any remaining available supply of Product. Under no circumstances whatsoever, shall Seller be required to the accuracy purchase additional quantities of the volume/duration projections,Product to fulfill contractual requirements hereunder. Should Seller so purchase additional Product from other sources, it shall not be required to allocate such Product to Buyer.

Quantity. 3.1 Unless (a) Subject to the terms of this Agreement (including, without limitation, Section 2.6), Purchaser will purchase exclusively from Seller Purchaser's total Requirements for Products. Subject to the terms of this Agreement, Seller will sell to Purchaser the Purchaser's total Re- quirements for Products. Products delivered to the Purchaser hereunder will have the same specifications as Products manufactured by Seller as of the date of this Agreement unless otherwise stated agreed by the parties. (b) It is expressly agreed by the parties hereto that in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies no event may Purchaser acquire Products from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, resale to any other party but only for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined use by the vehicle manufacturer). If the Order states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the Supplies and no more than 100% of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% of Buyer's requirements for the Supplies or, except Purchaser as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) a component in the volume/duration projections may be based upon information supplied to Buyer production or fabrication for sale of a complete Climate Control System or as a part of a kit for sale by ▇▇▇▇▇’s Customer, contain variables and assumptions, some the Purchaser or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representationfor sale by the Purchaser as part of a kit and/or Cassette (as defined in the Master Agreement) to its Affiliates or its Strategic Partners for inclusion in a complete Climate Control System. (c) If Seller completely exits the business of producing Products, warranty or guaranty of any kind or nature whatsoever as Seller will give Purchaser 180 days advance notice, and Purchaser shall have the option to acquire from Seller the accuracy assets and related liabilities of the volume/duration projections,Products production business for fair market value, as determined without giving any value to such business as an on-going concern. (d) The parties acknowledge that Seller may manufacture and sell to third parties any products including Products, components of Products or Climate Control Systems; provided, however, that Seller shall not have the right to sell or license others to sell desiccant Products or Climate Control Systems containing desiccant Products for standalone supermarkets, ice rinks and pachinko halls in North America, Japan and Korea for seven years from the date hereof; provided, further, that if Purchaser does not meet aggregate the sales requirement for such markets, which shall be 1997 actual aggregate sales for such markets compounded by a ____ growth rate for each year thereafter, the restriction in the next preceding proviso for such markets shall be null and void and of no further force and effect and Seller shall thereafter have the right to sell Products for standalone supermarkets, ice rinks and pachinko halls in North America, Japan and Korea.

Quantity. 3.1 Unless otherwise stated in the Order, the Order is a requirements contract under which Buyer shall purchase all or a specified percentage of Buyer’s requirements (as determined solely by Buyer) of Supplies from Seller for the time period specified in the Order or, in the case of Supplies used in motor vehicle manufacturing, unless otherwise specified in the Order, for the length of the applicable vehicle manufacturer’s program production life (including model refreshes as determined by the vehicle manufacturer). If the Order states that it is a blanket order, ▇▇▇▇▇ commits to purchasing from Seller each of the Supplies and no more than 100% 100 of Buyer's requirements of the Supplies. Under no circumstances shall Buyer be required to purchase from Seller more than 100% 100 of Buyer's requirements for the Supplies or, except as otherwise stated herein, any specific volume or percentage of Buyer’s requirements for the Supplies. 3.2 From time to time Buyer may provide Seller with volume and/or quantity forecasts or projections for Buyer’s Supplies needs or the anticipated duration of the program, if any, for which the Supplies are being produced. Seller acknowledges that the volume/duration projections, unlike a Material Release, are not binding on Buyer. Seller acknowledges and agrees that (i) the volume/duration projections may be based upon information supplied to Buyer by ▇▇▇▇▇Buyer’s Customer, contain variables and assumptions, some or all of which may change over time, may not have been accurate at the time that they were made, and/or are beyond the control of Buyer, (ii) Buyer makes no representation, warranty or guaranty of any kind or nature whatsoever as to the accuracy of the volume/duration projections,, (iii) Buyer shall not have any obligation to correct or update any volume/duration projection (iv) the actual volumes/duration of ▇▇▇▇▇’s Supplies needs could be materially more or less than what was projected, and (v) Seller’s reliance upon a volume/duration projection is at its own risk. 3.3 Buyer may require Seller, at Seller’s expense, to participate in electronic data interchange or similar inventory management program for notification of Material Releases, shipping confirmation and/or other information relating to the Order.