Common use of Special Tooling Clause in Contracts

Special Tooling. Special Tooling" shall mean all special tools, tooling, tooling aids, jigs, dies, special dies, molds, fixtures, drawings, designs, patterns and similar items acquired or utilized by Seller to produce any materials for Buyer. All Special Tooling and any other property that is paid for by Buyer or its customer and/or furnished to Seller by Buyer or its customer and/or made available to Seller by Buyer or its customer ("Buyer Provided Special Tooling") is and shall remain the property of Buyer or its customer. Buyer shall also have the right (at its option) to purchase at cost at any time all Special Tooling that does not qualify as Buyer Provided Special Tooling ("Other Special Tooling"), and upon Buyer electing or agreeing to purchase any Other Special Tooling, such Other Special Tooling shall become Buyer Provided Special Tooling. Buyer may condition its purchase of Other Special Tooling upon Buyer accepting, as conforming to requirements hereunder, the first run of parts made by the use thereof and until Seller has furnished to Buyer an itemized list of such Other Special Tooling and such records as may be necessary to enable Buyer to audit the cost thereof. Seller shall (i) be responsible for all losses or damages to Special Tooling while in its possession, and insure all Special Tooling against loss or destruction, in an amount equal to the full replacement cost thereof, at all times while in Seller's possession; (ii) mark and number all Special Tooling to correspond to the number of the part made by use thereof; (iii) keep all Special Tooling in good working order, and to the extent necessary repair and/or replace such Special Tooling; (iv) not modify any Special Tooling in any way without Buyer prior written consent; (v) use Special Tooling exclusively for the production of material for Buyer hereunder at no cost to Buyer; (vi) keep such Special Tooling free from security interests or other liens and encumbrances; (vii) cause all Buyer Provided Special Tooling to remain and be conspicuously identified as Buyer's property, and cause all Special Tooling to be segregated from the property of Seller and others; (viii) ensure that no Special Tooling is moved to a different location without Buyer's prior written consent (ix) cause all Special Tooling to be subject to inspection and removal by Buyer at any time and for any reason whatsoever. Seller acknowledges that its failure to return the Special Tooling and parts to Buyer on demand shall cause Buyer to sustain irreparable harm warranting immediate and injunctive relief, and further agrees that in the event of such failure, ▇▇▇▇▇'s damages would be impossible to calculate and Seller shall pay as liquidated damages (and not as a penalty) to Buyer the amount of $50,000 per day plus all legal fees and costs associated with Buyer's enforcement of this section and recovery of tooling and parts. All taxes levied with respect to Special Tooling while in Seller's possession shall be borne by Seller. Upon completion, cancellation or termination of this purchase order, all Buyer Provided Special Tooling, together with operation sheets or process data necessary to show the use thereof, shall be held free of charge pending instructions from Buyer. In the event that Seller does not maintain and furnish Buyer with adequate records as hereinabove provided to enable Buyer to audit the cost of Other Special Tooling. Seller may purchase such Other Special Tooling for such amount as Buyer determines, in its sole judgment, to be reasonable. Seller shall bear the risk of loss of, and damage to, all Special Tooling, normal wear and tear excepted. Seller grants to Buyer a purchase money security interest in all Buyer Provided Special Tooling, any portion thereof, work in progress, raw materials, drawings and other items dedicated to constructing the Buyer Provided Special Tooling and agrees to perform any act and execute any document reasonably necessary to perfect the Buyer's security interest in the Buyer Provided Special Tooling. Buyer has the right at any time, with or without reason and without payment of any kind to retake possession of or require the return of any Buyer Provided Special Tooling, without the necessity of obtaining any court order. Upon ▇▇▇▇▇'s request, Seller will promptly deliver all Buyer Provided Special Tooling to Buyer F.O.B. the location specified by Buyer. To the maximum extent permitted by law, Seller waives any lien or other rights that Seller might otherwise have (including, without limitation, any statutory lien rights) with respect to any Special Tooling or any other property of Buyer. Seller acknowledges and agrees that (i) Buyer is not the manufacturer of the Special Tooling nor the manufacturer's agent nor a dealer therein; (ii) Buyer is bailing the Buyer Provided Special Tooling to Seller for Seller's benefit; and (iii) Seller has inspected the Special Tooling and is satisfied that the Special Tooling is suitable and fit for its purposes, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SPECIAL TOOLING OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Buyer will not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused, directly or indirectly, by the Special Tooling, including, without limitation, its use or maintenance, or its repair, service or adjustment, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation any anticipatory damages, loss of profits or any other indirect, special or consequential damages. Seller authorizes Buyer to file a UCC-1 financing statement or similar document with the appropriate filing authority to give notice of ▇▇▇▇▇'s ownership interest in the Buyer Provided Special Tooling.

Special Tooling. Special Tooling" shall mean all special tools, tooling, tooling aids, jigs, dies, special dies, molds, fixtures, drawings, designs, patterns and similar items acquired or utilized by Seller to produce any materials for Buyer. All Special Tooling and any other property that is paid for by Buyer or its customer and/or furnished to Seller by Buyer or its customer and/or made available to Seller by Buyer or its customer ("Buyer Provided Special Tooling") is and shall remain the property of Buyer or its customer. Buyer shall also have the right (at its option) to purchase at cost at any time all Special Tooling that does not qualify as Buyer Provided Special Tooling ("Other Special Tooling"), and upon Buyer electing or agreeing to purchase any Other Special Tooling, such Other Special Tooling shall become Buyer Provided Special Tooling. Buyer may condition its purchase of Other Special Tooling upon Buyer accepting, as conforming to requirements hereunder, the first run of parts made by the use thereof and until Seller has furnished to Buyer an itemized list of such Other Special Tooling and such records as may be necessary to enable Buyer to audit the cost thereof. Seller shall (i) be responsible for all losses or damages to Special Tooling while in its possession, and insure all Special Tooling against loss or destruction, in an amount equal to the full replacement cost thereof, at all times while in Seller's possession; (ii) mark and number all Special Tooling to correspond to the number of the part made by use thereof; (iii) keep all Special Tooling in good working order, and to the extent necessary repair and/or replace such Special Tooling; (iv) not modify any Special Tooling in any way without Buyer prior written consent; (v) use Special Tooling exclusively for the production of material for Buyer hereunder at no cost to Buyer; (vi) keep such Special Tooling free from security interests or other liens and encumbrances; (vii) cause all Buyer Provided Special Tooling to remain and be conspicuously identified as Buyer's property, and cause all Special Tooling to be segregated from the property of Seller and others; (viii) ensure that no Special Tooling is moved to a different location without Buyer's prior written consent (ix) cause all Special Tooling to be subject to inspection and removal by Buyer at any time and for any reason whatsoever. Seller acknowledges that its failure to return the Special Tooling and parts to Buyer on demand shall cause Buyer to sustain irreparable harm warranting immediate and injunctive relief, and further agrees that in the event of such failure, ▇▇▇▇▇'s damages would be impossible to calculate and Seller shall pay as liquidated damages (and not as a penalty) to Buyer the amount of $50,000 per day plus all legal fees and costs associated with Buyer's enforcement of this section and recovery of tooling and parts. All taxes levied with respect to Special Tooling while in Seller's possession shall be borne by Seller. Upon completion, cancellation or termination of this purchase order, all Buyer Provided Special Tooling, together with operation sheets or process data necessary to show the use thereof, shall be held free of charge pending instructions from Buyer. In the event that Seller does not maintain and furnish Buyer with adequate records as hereinabove provided to enable Buyer to audit the cost of Other Special Tooling. Seller may purchase such Other Special Tooling for such amount as Buyer determines, in its sole judgment, to be reasonable. Seller shall bear the risk of loss of, and damage to, all Special Tooling, normal wear and tear excepted. Seller grants to Buyer a purchase money security interest in all Buyer Provided Special Tooling, any portion thereof, work in progress, raw materials, drawings and other items dedicated to constructing the Buyer Provided Special Tooling and agrees to perform any act and execute any document reasonably necessary to perfect the Buyer's security interest in the Buyer Provided Special Tooling. Buyer has the right at any time, with or without reason and without payment of any kind to retake possession of or require the return of any Buyer Provided Special Tooling, without the necessity of obtaining any court order. Upon ▇▇▇▇▇'s request, Seller will promptly deliver all Buyer Provided Special Tooling to Buyer F.O.B. the location specified by Buyer. To the maximum extent permitted by law, Seller waives any lien or other rights that Seller might otherwise have (including, without limitation, any statutory lien rights) with respect to any Special Tooling or any other property of Buyer. Seller acknowledges and agrees that (i) Buyer is not the manufacturer of the Special Tooling nor the manufacturer's agent nor a dealer therein; (ii) Buyer is bailing the Buyer Provided Special Tooling to Seller for Seller's benefit; and (iii) Seller has inspected the Special Tooling and is satisfied that the Special Tooling is suitable and fit for its purposes, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SPECIAL TOOLING OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Buyer will not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused, directly or indirectly, by the Special Tooling, including, without limitation, its use or maintenance, or its repair, service or adjustment, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation any anticipatory damages, loss of profits or any other indirect, special or consequential damages. Seller authorizes Buyer to file a UCC-1 financing statement or similar document with the appropriate filing authority to give notice of ▇▇▇▇▇'s ownership interest in the Buyer Provided Special Tooling.;

Special Tooling. Special Tooling" shall mean all special tools, tooling, tooling aids, jigs, dies, special dies, molds, fixtures, drawings, designs, patterns and similar items acquired or utilized by Seller to produce any materials for Buyer. All Special Tooling and any other property that is paid for by Buyer or its customer and/or furnished to Seller by Buyer or its customer and/or made available to Seller by Buyer or its customer ("Buyer Provided Special Tooling") is and shall remain the property of Buyer or its customer. Buyer shall also have the right (at its option) to purchase at cost at any time all Special Tooling that does not qualify as Buyer Provided Special Tooling ("Other Special Tooling"), and upon Buyer electing or agreeing to purchase any Other Special Tooling, such Other Special Tooling shall become Buyer Provided Special Tooling. Buyer may condition its purchase of Other Special Tooling upon Buyer accepting, as conforming to requirements hereunder, the first run of parts made by the use thereof and until Seller has furnished to Buyer an itemized list of such Other Special Tooling and such records as may be necessary to enable Buyer to audit the cost thereof. Seller shall (i) be responsible for all losses or damages to Special Tooling while in its possession, and insure all Special Tooling against loss or destruction, in an amount equal to the full replacement cost thereof, at all times while in Seller's possession; (ii) mark ▇▇▇▇ and number all Special Tooling to correspond to the number of the part made by use thereof; (iii) keep all Special Tooling in good working order, and to the extent necessary repair and/or replace such Special Tooling; (iv) not modify any Special Tooling in any way without Buyer prior written consent; (v) use Special Tooling exclusively for the production of material for Buyer hereunder at no cost to Buyer; (vi) keep such Special Tooling free from security interests or other liens and encumbrances; (vii) cause all Buyer Provided Special Tooling to remain and be conspicuously identified as Buyer's property, and cause all Special Tooling to be segregated from the property of Seller and others; (viii) ensure that no Special Tooling is moved to a different location without Buyer's prior written consent (ix) cause all Special Tooling to be subject to inspection and removal by Buyer at any time and for any reason whatsoever. Seller acknowledges that its failure to return the Special Tooling and parts to Buyer on demand shall cause Buyer to sustain irreparable harm warranting immediate and injunctive relief, and further agrees that in the event of such failure, ▇▇▇▇▇'s damages would be impossible to calculate and Seller shall pay as liquidated damages (and not as a penalty) to Buyer the amount of $50,000 per day plus all legal fees and costs associated with Buyer's enforcement of this section and recovery of tooling and parts. All taxes levied with respect to Special Tooling while in Seller's possession shall be borne by Seller. Upon completion, cancellation or termination of this purchase order, all Buyer Provided Special Tooling, together with operation sheets or process data necessary to show the use thereof, shall be held free of charge pending instructions from Buyer. In the event that Seller does not maintain and furnish Buyer with adequate records as hereinabove provided to enable Buyer to audit the cost of Other Special Tooling. Seller may purchase such Other Special Tooling for such amount as Buyer determines, in its sole judgment, to be reasonable. Seller shall bear the risk of loss of, and damage to, all Special Tooling, normal wear and tear excepted. Seller grants to Buyer a purchase money security interest in all Buyer Provided Special Tooling, any portion thereof, work in progress, raw materials, drawings and other items dedicated to constructing the Buyer Provided Special Tooling and agrees to perform any act and execute any document reasonably necessary to perfect the Buyer's security interest in the Buyer Provided Special Tooling. Buyer has the right at any time, with or without reason and without payment of any kind to retake possession of or require the return of any Buyer Provided Special Tooling, without the necessity of obtaining any court order. Upon ▇▇▇▇▇'s request, Seller will promptly deliver all Buyer Provided Special Tooling to Buyer F.O.B. the location specified by Buyer. To the maximum extent permitted by law, Seller waives any lien or other rights that Seller might otherwise have (including, without limitation, any statutory lien rights) with respect to any Special Tooling or any other property of Buyer. Seller acknowledges and agrees that (i) Buyer is not the manufacturer of the Special Tooling nor the manufacturer's agent nor a dealer therein; (ii) Buyer is bailing the Buyer Provided Special Tooling to Seller for Seller's benefit; and (iii) Seller has inspected the Special Tooling and is satisfied that the Special Tooling is suitable and fit for its purposes, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SPECIAL TOOLING OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Buyer will not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused, directly or indirectly, by the Special Tooling, including, without limitation, its use or maintenance, or its repair, service or adjustment, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation any anticipatory damages, loss of profits or any other indirect, special or consequential damages. Seller authorizes Buyer to file a UCC-1 financing statement or similar document with the appropriate filing authority to give notice of ▇▇▇▇▇'s ownership interest in the Buyer Provided Special Tooling.;

Special Tooling. Special Tooling" shall mean Any and all special tools, tooling, tooling aids, jigs, dies, special diesfixtures, molds, fixturespatterns, drawingsspecial gauges, designsspecial tapes, patterns and similar items acquired special test equipment, manufacturing aids, or utilized by Seller to produce other special equipment, or any replacements thereof, or any materials for Buyer. All Special Tooling and affixed or attached thereto (thereinafter called special tooling) at any other property that is time furnished to Seller or paid for by Buyer Purchaser or its customer the cost of which or any charge or allowance to cover any depreciation and/or furnished amortization thereof that is include din providing the price specified in this order, or paid for separately by Purchaser, of which is based upon any design or process confidential or proprietary to Purchaser, shall be and remain the sole property of Purchaser. Each item of special tooling shall be plainly marked or adequately identified by Seller by Buyer or its customer and/or made available to Seller by Buyer or its customer ("Buyer Provided Special Tooling") is as “Property of Sarica Manufacturing” and shall remain the property of Buyer or its customerbe safely stored apart from Seller’s property. Buyer shall also have the right (at its option) to purchase at cost at any time all Special Tooling that does not qualify as Buyer Provided Special Tooling ("Other Special Tooling"), and upon Buyer electing or agreeing to purchase any Other Special Tooling, such Other Special Tooling shall become Buyer Provided Special Tooling. Buyer may condition its purchase of Other Special Tooling upon Buyer accepting, as conforming to requirements hereunder, the first run of parts made by the use thereof and until Seller has furnished to Buyer an itemized list of such Other Special Tooling and such records as may be necessary to enable Buyer to audit the cost thereof. Seller shall (i) be responsible for all losses or damages to Special Tooling while in its possession, and insure all Special Tooling against loss or destruction, in an amount equal to the full replacement cost thereof, at all times tooling while in Seller's possession; (ii) mark and number all Special Tooling to correspond to the number of the part made by use thereof; (iii) keep all Special Tooling ’s custody, possession or control shall be kept in good working order, condition and to the extent necessary repair and/or replace such Special Tooling; (iv) not modify any Special Tooling in any way without Buyer prior written consent; (v) use Special Tooling exclusively for the production of material for Buyer hereunder at no cost to Buyer; (vi) keep such Special Tooling free from security interests or other liens and encumbrances; (vii) cause all Buyer Provided Special Tooling to remain and shall be conspicuously identified as Buyer's property, and cause all Special Tooling to be segregated from the property of replaced by Seller and others; (viii) ensure that no Special Tooling is moved to a different location without Buyer's prior written consent (ix) cause all Special Tooling to be subject to inspection and removal by Buyer at any time and for any reason whatsoever. Seller acknowledges that its failure to return the Special Tooling and parts to Buyer on demand shall cause Buyer to sustain irreparable harm warranting immediate and injunctive relief, and further agrees that in the event of such failure, ▇▇▇▇▇'s damages would be impossible to calculate and Seller shall pay as liquidated damages (and not as a penalty) to Buyer the amount of $50,000 per day plus bear all legal fees and costs associated with Buyer's enforcement of this section and recovery of tooling and parts. All taxes levied with respect to Special Tooling while in Seller's possession shall be borne by Seller. Upon completion, cancellation or termination of this purchase order, all Buyer Provided Special Tooling, together with operation sheets or process data necessary to show the use thereof, shall be held free of charge pending instructions from Buyer. In the event that Seller does not maintain and furnish Buyer with adequate records as hereinabove provided to enable Buyer to audit the cost of Other Special Tooling. Seller may purchase such Other Special Tooling for such amount as Buyer determines, in its sole judgment, to be reasonable. Seller shall bear the risk of loss of, thereof and damage to, all Special Toolingthereto, normal wear and tear excepted. Seller grants Purchaser shall be entitled to Buyer a purchase money security interest in all Buyer Provided Special Tooling, any portion thereof, work in progress, raw materials, drawings sole and other items dedicated to constructing the Buyer Provided Special Tooling and agrees to perform any act and execute any document reasonably necessary to perfect the Buyer's security interest in the Buyer Provided Special Tooling. Buyer has the right at any time, with or without reason and without payment exclusive possession of any kind and all special tooling upon demand. IF and when Purchaser requests possession, Seller shall prepare such special tooling for shipment and shall deliver same to retake possession Purchaser at Purchaser’s expense, Seller shall not directly or indirectly use any special tooling paid for by Purchaser to or for the benefit of or require a third party whatever, nor will Seller ever permit the return use of any Buyer Provided Special Tooling, without such toolings so that it any way accrues to the necessity benefit of obtaining any court ordercompetitor or Purchaser or to the detriment of Purchaser in any way. Upon ▇▇▇▇▇'s request▇ agrees not to mortgage, Seller will promptly deliver all Buyer Provided Special Tooling pledge, sell lease or otherwise encumber, dispose of or subject to Buyer F.O.B. the location specified by Buyer. To the maximum extent permitted by law, Seller waives any lien or other rights security interest any special tooling that Seller might otherwise have (including, without limitation, any statutory lien rights) with respect to any Special Tooling is the subject of or any other property of Buyer. Seller acknowledges and agrees that (i) Buyer is not the manufacturer of the Special Tooling nor the manufacturer's agent nor a dealer therein; (ii) Buyer is bailing the Buyer Provided Special Tooling to Seller for Seller's benefit; and (iii) Seller has inspected the Special Tooling and is satisfied that the Special Tooling is suitable and fit for its purposes, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SPECIAL TOOLING OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Buyer will not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused, directly or indirectly, covered by the Special Tooling, including, without limitation, its use or maintenance, or its repair, service or adjustment, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation any anticipatory damages, loss of profits or any other indirect, special or consequential damages. Seller authorizes Buyer to file a UCC-1 financing statement or similar document with the appropriate filing authority to give notice of ▇▇▇▇▇'s ownership interest in the Buyer Provided Special Toolingthis order.

Special Tooling. Special Tooling" shall mean means all special tools, tooling, tooling aids, jigs, dies, special dies, moldsjigs, fixtures, drawings, designsmolds, patterns patterns, templates and similar items gages acquired or utilized manufactured by Seller under this Order for use in manufacturing or assembling Goods which are proprietary to produce Buyer, excluding any materials standard or perishable tooling or gages. Special tooling separately itemized in this Order will be Buyer's property upon Buyer's full payment of the purchase price for Buyer. All Special Tooling and any other property same; provided, however, that is paid for by Buyer will have no payment obligation until it has accepted such tooling or its customer and/or furnished to Seller by Buyer or its customer and/or made available to Seller by Buyer or its customer ("Buyer Provided Special Tooling") is and shall remain the property of Buyer or its customer. Buyer shall also have the right (at its option) to purchase at cost at any time all Special Tooling that does not qualify as Buyer Provided Special Tooling ("Other Special Tooling"), and upon Buyer electing or agreeing to purchase any Other Special Tooling, such Other Special Tooling shall become Buyer Provided Special Tooling. Buyer may condition its purchase of Other Special Tooling upon Buyer accepting, as conforming to requirements hereunder, the first run of parts made by the use thereof and until Goods manufactured or assembled therewith. Seller has furnished to will furnish Buyer with an itemized list of such Other Special Tooling tooling and will maintain adequate cost records for the same, which records will be available for review or audit ----------- * This portion of the agreement has been omitted and filed with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 of Regulation C. by Buyer. If Seller fails to maintain such records as may cost records, Buyer will be necessary obligated to enable Buyer to audit pay Seller solely the cost thereoffair market value of the special tooling, regardless of the purchase price stated herein. Seller shall (i) will be responsible for all losses loss or damages damage to Special Tooling while in its possessionsuch tooling and for all taxes, assessments, and insure all Special Tooling against loss similar charges levied with respect to or destruction, in an amount equal to the full replacement cost thereof, at all times upon such tooling while in Seller's possession; (ii) mark . Seller will ▇▇▇▇ and number all Special Tooling to correspond to such tooling with Buyer's name and the number of the part made by use thereof; (iii) therewith to permit accurate identification of same at all times and will segregate the same from other tooling in its possession to the extent feasible. Seller will repair, maintain and keep all Special Tooling such tooling in good working order, condition and to replace the extent necessary repair and/or replace same at its own expense as necessary. Seller will use such Special Tooling; (iv) not modify any Special Tooling in any way without Buyer prior written consent; (v) use Special Tooling tooling exclusively for the production of material Goods for Buyer hereunder at no cost to Buyer; (vi) keep such Special Tooling free from security interests or other liens and encumbrances; (vii) cause all Buyer Provided Special Tooling to remain and be conspicuously identified as Buyer's property, and cause all Special Tooling to be segregated from the property of Seller and others; (viii) ensure that no Special Tooling is moved to a different location without Buyer's prior written consent (ix) cause all Special Tooling to be subject to inspection and removal by Buyer at any time and for any reason whatsoever. Seller acknowledges that its failure to return the Special Tooling and parts to Buyer on demand shall cause Buyer to sustain irreparable harm warranting immediate and injunctive relief, and further agrees that in the event of such failure, ▇▇▇▇▇'s damages would be impossible to calculate and Seller shall pay as liquidated damages (and not as a penalty) to Buyer the amount of $50,000 per day plus all legal fees and costs associated with Buyer's enforcement of this section and recovery of tooling and parts. All taxes levied with respect to Special Tooling while in Seller's possession shall be borne by Sellerno other use. Upon completion, cancellation cancellation, or termination of this purchase orderOrder, all Buyer Provided Special Tooling, together with Seller will hold such tooling and any operation sheets or process data necessary to show the use thereof, shall be held free of charge at no charge, pending instructions from Buyer. In the event that Seller does not maintain and furnish Buyer with adequate records as hereinabove provided to enable Buyer to audit the cost of Other Special Tooling. Seller may purchase such Other Special Tooling for such amount as Buyer determines, in its sole judgment, to be reasonable. Seller shall bear the risk of loss of, and damage to, all Special Tooling, normal wear and tear excepted. Seller grants to Buyer a purchase money security interest in all Buyer Provided Special Tooling, any portion thereof, work in progress, raw materials, drawings and other items dedicated to constructing the Buyer Provided Special Tooling and agrees to perform any act and execute any document reasonably necessary to perfect the Buyer's security interest in the Buyer Provided Special Tooling. Buyer has the right at any time, with or without reason and without payment of any kind to retake possession of or require the return of any Buyer Provided Special Tooling, without the necessity of obtaining any court order. Upon ▇▇▇▇▇'s request, Seller will promptly deliver all Buyer Provided Special Tooling to Buyer F.O.B. the location specified by Buyer. To the maximum extent permitted by law, Seller waives any lien or other rights that Seller might otherwise have (including, without limitation, any statutory lien rights) instructions with respect to any Special Tooling removal or any other property of disposition at Buyer. Seller acknowledges and agrees that (i) Buyer is not the manufacturer of the Special Tooling nor the manufacturer's agent nor a dealer therein; (ii) Buyer is bailing the Buyer Provided Special Tooling to Seller for Seller's benefit; and (iii) Seller has inspected the Special Tooling and is satisfied that the Special Tooling is suitable and fit for its purposes, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SPECIAL TOOLING OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Buyer will not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused, directly or indirectly, by the Special Tooling, including, without limitation, its use or maintenance, or its repair, service or adjustment, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation any anticipatory damages, loss of profits or any other indirect, special or consequential damages. Seller authorizes Buyer to file a UCC-1 financing statement or similar document with the appropriate filing authority to give notice of ▇▇▇▇▇'s ownership interest in the Buyer Provided Special Toolingexpense.

Special Tooling. Special Tooling" shall mean all special tools, tooling, tooling aidsAll dies, jigs, dies, special dies, molds, fixtures, drawings, designsmolds, patterns patterns, tem- plates, gages and similar items acquired or utilized by Seller to produce any materials for Buyer. All Special Tooling and any other property the like that is paid for by Buyer or its customer and/or furnished “The Company” pro- vides to Seller by Buyer or its customer and/or made available pays Seller (in whole or in part) to Seller by Buyer make or its customer buy for use in performing this Order (collec- tively, "Buyer Provided Special Tooling") is and shall remain are the personal property of Buyer “The Company” or its customer“The Company’s customers, as the case may be. Buyer shall also have the right (at its option) “The Company” will not be obligated to purchase at cost at any time all Special Tooling that does not qualify as Buyer Provided Special Tooling ("Other Special Tooling"), and upon Buyer electing or agreeing to purchase any Other Special pay for such Tooling, such Other Special if applicable, until Seller has provided “The Company” with an itemized list and adequate cost records for the same and “The Com- pany” has accepted the Tooling shall become Buyer Provided Special Tooling. Buyer may condition its purchase of Other Special Tooling upon Buyer accepting, as conforming to requirements hereunder, or the first run of parts made by Goods manufactured or assembled therewith. If Seller fails to provide adequate cost records, “The Company” will be not be obligated to pay more than the use thereof and until fair market value of the Tooling, regardless of the Tooling purchase price set out in the Order. While the Tooling is in its possession or custody, Seller has furnished to Buyer an itemized list of such Other Special Tooling and such records as may be necessary to enable Buyer to audit the cost thereof. Seller shall (i) will be responsible for any loss or damage to the Tooling and for all losses or damages to Special Tooling while in its possessiontaxes, assessments, and insure all Special Tooling against loss or destruction, in an amount equal to the full replacement cost thereof, at all times while in Seller's possession; (ii) mark and number all Special Tooling to correspond to the number of the part made by use thereof; (iii) keep all Special Tooling in good working order, and to the extent necessary repair and/or replace such Special Tooling; (iv) not modify any Special Tooling in any way without Buyer prior written consent; (v) use Special Tooling exclusively for the production of material for Buyer hereunder at no cost to Buyer; (vi) keep such Special Tooling free from security interests or other liens and encumbrances; (vii) cause all Buyer Provided Special Tooling to remain and be conspicuously identified as Buyer's property, and cause all Special Tooling to be segregated from the property of Seller and others; (viii) ensure that no Special Tooling is moved to a different location without Buyer's prior written consent (ix) cause all Special Tooling to be subject to inspection and removal by Buyer at any time and for any reason whatsoever. Seller acknowledges that its failure to return the Special Tooling and parts to Buyer on demand shall cause Buyer to sustain irreparable harm warranting immediate and injunctive relief, and further agrees that in the event of such failure, ▇▇▇▇▇'s damages would be impossible to calculate and Seller shall pay as liquidated damages (and not as a penalty) to Buyer the amount of $50,000 per day plus all legal fees and costs associated with Buyer's enforcement of this section and recovery of tooling and parts. All taxes similar charges levied with respect to Special or on it. Seller will label the Tooling while in accordance with “The Company’s instruc- tions to permit accurate identification and will seg- regate it from other tooling in Seller's possession shall be borne by Sellerto the extent practicable. At its own expense, Seller will repair and maintain the Tooling, keep it in good working condition, and replace it when necessary for any reason, including normal wear and tear. Seller will use the Tooling exclusively to produce Goods for “The Company” hereunder and for no other purpose. Upon completionexpiration, cancellation cancellation, or termination of this purchase orderOrder, all Buyer Provided Special ToolingSeller will hold the Tooling and any operation sheets, together with operation sheets process data, or process data other information necessary to show the use thereofits use, shall at no charge, pending receipt of “The Company’s instructions about its removal or dispo- sition, which will be held free of charge pending instructions from Buyer. In the event that Seller does not maintain and furnish Buyer with adequate records as hereinabove provided to enable Buyer to audit the cost of Other Special Toolingat “The Company’s expense. Seller may purchase such Other Special Tooling for such amount hereby authorizes “The Company” and/or “The Company’s customer, as Buyer determinesapplicable, in and its sole judgmentagents, on Seller's behalf and as its attorney-in-fact, to be reasonable. Seller shall bear the risk of loss ofpre- pare, sign and damage to, all Special Tooling, normal wear file such Uniform Commercial Code financing statements and tear excepted. Seller grants to Buyer a purchase money security interest in all Buyer Provided Special Tooling, any portion thereof, work in progress, raw materials, drawings amendments thereto and other items dedicated to constructing the Buyer Provided Special Tooling and agrees to perform any act and execute any document reasonably similar documents as it deems necessary to perfect the Buyer's security interest in the Buyer Provided Special Tooling. Buyer has the right at any time, with or without reason and without payment of any kind to retake possession of or require the return of any Buyer Provided Special Tooling, without the necessity of obtaining any court order. Upon ▇▇▇▇▇'s request, Seller will promptly deliver all Buyer Provided Special Tooling to Buyer F.O.B. the location specified by Buyer. To the maximum extent permitted by law, Seller waives any lien or other rights that Seller might otherwise have (including, without limitation, any statutory lien rights) with respect to any Special Tooling or any other property of Buyer. Seller acknowledges and agrees that (i) Buyer is not the manufacturer evi- dence its ownership of the Special Tooling nor the manufacturer's agent nor a dealer therein; (ii) Buyer is bailing the Buyer Provided Special Tooling to Seller for Seller's benefit; and (iii) Seller has inspected the Special Tooling and is satisfied that the Special Tooling is suitable and fit for its purposes, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SPECIAL TOOLING OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Buyer will not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused, directly or indirectly, by the Special Tooling, including, without limitation, its use or maintenance, or its repair, service or adjustment, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation any anticipatory damages, loss of profits or any other indirect, special or consequential damages. Seller authorizes Buyer to file a UCC-1 financing statement or similar document with the appropriate filing authority to give notice of ▇▇▇▇▇'s ownership interest in the Buyer Provided Special Tooling.

Special Tooling. Special Tooling" shall mean all special tools, tooling, tooling aidsAll dies, jigs, dies, special dies, molds, fixtures, drawings, designsmolds, patterns patterns, templates, gages and similar items the like which are either expressly identified in this Order as Senior's property or made or acquired or utilized by Seller for use in manufacturing or assembling Goods which are proprietary to produce any materials for Buyer. Senior constitute "Special Tooling." All Special Tooling and any other property that is paid will belong solely to Senior, subject to payment of the purchase price (if any) for by Buyer or its customer and/or furnished to Seller by Buyer or its customer and/or made available to Seller by Buyer or its customer ("Buyer Provided Special Tooling") is and shall remain the property of Buyer or its customer. Buyer shall also have the right (at its option) to purchase at cost at any time all Special Tooling that does not qualify as Buyer Provided which is set out in the Order. No such payment will be due until Seller has provided an itemized list of the Special Tooling ("Other Special Tooling"), and upon Buyer electing or agreeing to purchase any Other Special Tooling, such Other Senior has accepted the Special Tooling shall become Buyer Provided Special Tooling. Buyer may condition its purchase of Other Special Tooling upon Buyer accepting, as conforming to requirements hereunder, or the first run of parts made by the use thereof and until Goods manufactured or assembled with it. Seller has furnished to Buyer an itemized list of such Other will maintain adequate cost records for all Special Tooling and make such records as may be necessary available for review or audit by Senior. If Seller fails to enable Buyer to audit the cost thereof. Seller shall (i) be responsible for all losses or damages to Special Tooling while in its possession, and insure all Special Tooling against loss or destruction, in an amount equal to the full replacement cost thereof, at all times while in Seller's possession; (ii) mark and number all Special Tooling to correspond to the number of the part made by use thereof; (iii) keep all Special Tooling in good working order, and to the extent necessary repair and/or replace maintain such Special Tooling; (iv) not modify any Special Tooling in any way without Buyer prior written consent; (v) use Special Tooling exclusively for the production of material for Buyer hereunder at no cost to Buyer; (vi) keep such Special Tooling free from security interests or other liens and encumbrances; (vii) cause all Buyer Provided Special Tooling to remain and be conspicuously identified as Buyer's property, and cause all Special Tooling to be segregated from the property of Seller and others; (viii) ensure that no Special Tooling is moved to a different location without Buyer's prior written consent (ix) cause all Special Tooling to be subject to inspection and removal by Buyer at any time and for any reason whatsoever. Seller acknowledges that its failure to return the Special Tooling and parts to Buyer on demand shall cause Buyer to sustain irreparable harm warranting immediate and injunctive relief, and further agrees that in the event of such failurerecords, ▇▇▇▇▇▇'s damages would sole obligation to Seller will be impossible to calculate pay the fair market value of the Special Tooling in lieu of the purchase price set out in the Order. While the Special Tooling is in its possession or custody, Seller will be responsible for any loss or damage to it and Seller shall pay as liquidated damages (for all taxes, assessments, and not as a penalty) to Buyer the amount of $50,000 per day plus all legal fees and costs associated with Buyer's enforcement of this section and recovery of tooling and parts. All taxes similar charges levied with respect to or on it. Seller shall insure the tools with full extended coverage insurance for the replacement value of the Special Tooling. Seller will label the Special Tooling while in such manner as Senior requires to permit accurate identification of it at all times and will segregate it from other tooling in Seller's possession shall be borne by Sellerto the extent practicable. Upon completion, cancellation or termination of this purchase order, all Buyer Provided Special Tooling, together with operation sheets or process data necessary to show After the use thereof, shall be held free of charge pending instructions from Buyer. In the event that Seller does not maintain and furnish Buyer with adequate records as hereinabove provided to enable Buyer to audit the cost of Other Special Tooling. Seller may purchase such Other Special Tooling for such amount as Buyer determines, in its sole judgment, to be reasonable. Seller shall bear the risk of loss of, and damage to, all Special Tooling, normal wear and tear excepted. Seller grants to Buyer a purchase money security interest in all Buyer Provided Special Tooling, any portion thereof, work in progress, raw materials, drawings and other items dedicated to constructing the Buyer Provided Special Tooling and agrees to perform any act and execute any document reasonably necessary to perfect the Buyer's security interest in the Buyer Provided Special Tooling. Buyer has the right at any time, with or without reason and without payment of any kind to retake possession of or require the return of any Buyer Provided Special Tooling, without the necessity of obtaining any court order. Upon ▇▇▇▇▇'s requestinitial purchase, Seller will promptly deliver all Buyer Provided Special Tooling to Buyer F.O.B. the location specified by Buyer. To the maximum extent permitted by lawis responsible for repair, Seller waives any lien maintenance, upkeep or other rights that Seller might otherwise have (including, without limitation, any statutory lien rights) with respect to any Special Tooling or any other property of Buyer. Seller acknowledges and agrees that (i) Buyer is not the manufacturer replacement of the Special Tooling nor the manufacturer's agent nor a dealer therein; (ii) Buyer is bailing the Buyer Provided Special Tooling in order to Seller for keep it in good working condition at Seller's benefit; and (iii) expense. Seller has inspected will use the Special Tooling exclusively to produce Goods for Senior hereunder and is satisfied that the Special Tooling is suitable and fit for its purposesno other use. Upon expiration, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SPECIAL TOOLING OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Buyer will not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused, directly or indirectly, by the Special Tooling, including, without limitation, its use or maintenancecancellation, or its repairtermination of the Order, service or adjustment, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation any anticipatory damages, loss of profits or any other indirect, special or consequential damages. Seller authorizes Buyer to file a UCC-1 financing statement or similar document with the appropriate filing authority to give notice of ▇▇▇▇▇'s ownership interest in the Buyer Provided Special Tooling.will hold

Special Tooling. Special Tooling" shall mean all special tools, tooling, tooling aidsAll dies, jigs, dies, special dies, molds, fixtures, drawings, designsmolds, patterns patterns, templates, gages and similar items acquired or utilized by Seller to produce any materials for Buyer. All Special Tooling and any other property the like that is paid for by Buyer or its customer and/or furnished “The Company” provides to Seller by Buyer or its customer and/or made available pays Seller (in whole or in part) to Seller by Buyer make or its customer buy for use in performing this Order (collectively, "Buyer Provided Special Tooling") is and shall remain are the personal property of Buyer “The Company” or its customer“The Company’s customers, as the case may be. Buyer shall also have the right (at its option) “The Company” will not be obligated to purchase at cost at any time all Special Tooling that does not qualify as Buyer Provided Special Tooling ("Other Special Tooling"), and upon Buyer electing or agreeing to purchase any Other Special pay for such Tooling, such Other Special if applicable, until Seller has provided “The Company” with an itemized list and adequate cost records for the same and “The Company” has accepted the Tooling shall become Buyer Provided Special Tooling. Buyer may condition its purchase of Other Special Tooling upon Buyer accepting, as conforming to requirements hereunder, or the first run of parts made by Goods manufactured or assembled therewith. If Seller fails to provide adequate cost records, “The Company” will be not be obligated to pay more than the use thereof and until fair market value of the Tooling, regardless of the Tooling purchase price set out in the Order. While the Tooling is in its possession or custody, Seller has furnished to Buyer an itemized list of such Other Special Tooling and such records as may be necessary to enable Buyer to audit the cost thereof. Seller shall (i) will be responsible for any loss or damage to the Tooling and for all losses or damages to Special Tooling while in its possessiontaxes, assessments, and insure all Special Tooling against loss or destruction, in an amount equal to the full replacement cost thereof, at all times while in Seller's possession; (ii) mark and number all Special Tooling to correspond to the number of the part made by use thereof; (iii) keep all Special Tooling in good working order, and to the extent necessary repair and/or replace such Special Tooling; (iv) not modify any Special Tooling in any way without Buyer prior written consent; (v) use Special Tooling exclusively for the production of material for Buyer hereunder at no cost to Buyer; (vi) keep such Special Tooling free from security interests or other liens and encumbrances; (vii) cause all Buyer Provided Special Tooling to remain and be conspicuously identified as Buyer's property, and cause all Special Tooling to be segregated from the property of Seller and others; (viii) ensure that no Special Tooling is moved to a different location without Buyer's prior written consent (ix) cause all Special Tooling to be subject to inspection and removal by Buyer at any time and for any reason whatsoever. Seller acknowledges that its failure to return the Special Tooling and parts to Buyer on demand shall cause Buyer to sustain irreparable harm warranting immediate and injunctive relief, and further agrees that in the event of such failure, ▇▇▇▇▇'s damages would be impossible to calculate and Seller shall pay as liquidated damages (and not as a penalty) to Buyer the amount of $50,000 per day plus all legal fees and costs associated with Buyer's enforcement of this section and recovery of tooling and parts. All taxes similar charges levied with respect to Special or on it. Seller will label the Tooling while in accordance with “The Company’s instructions to permit accurate identification and will segregate it from other tooling in Seller's possession shall be borne by Sellerto the extent practicable. At its own expense, Seller will repair and maintain the Tooling, keep it in good working condition, and replace it when necessary for any reason, including normal wear and tear. Seller will use the Tooling exclusively to produce Goods for “The Company” hereunder and for no other purpose. Upon completionexpiration, cancellation cancellation, or termination of this purchase orderOrder, all Buyer Provided Special ToolingSeller will hold the Tooling and any operation sheets, together with operation sheets process data, or process data other information necessary to show the use thereofits use, shall at no charge, pending receipt of “The Company’s instructions about its removal or disposition, which will be held free of charge pending instructions from Buyer. In the event that Seller does not maintain and furnish Buyer with adequate records as hereinabove provided to enable Buyer to audit the cost of Other Special Toolingat “The Company’s expense. Seller may purchase such Other Special Tooling for such amount hereby authorizes “The Company” and/or “The Company’s customer, as Buyer determinesapplicable, in and its sole judgmentagents, on Seller's behalf and as its attorney-in-fact, to be reasonable. Seller shall bear the risk of loss ofprepare, sign and damage to, all Special Tooling, normal wear file such Uniform Commercial Code financing statements and tear excepted. Seller grants to Buyer a purchase money security interest in all Buyer Provided Special Tooling, any portion thereof, work in progress, raw materials, drawings amendments thereto and other items dedicated to constructing the Buyer Provided Special Tooling and agrees to perform any act and execute any document reasonably similar documents as it deems necessary to perfect the Buyer's security interest in the Buyer Provided Special Tooling. Buyer has the right at any time, with or without reason and without payment of any kind to retake possession of or require the return of any Buyer Provided Special Tooling, without the necessity of obtaining any court order. Upon ▇▇▇▇▇'s request, Seller will promptly deliver all Buyer Provided Special Tooling to Buyer F.O.B. the location specified by Buyer. To the maximum extent permitted by law, Seller waives any lien or other rights that Seller might otherwise have (including, without limitation, any statutory lien rights) with respect to any Special Tooling or any other property of Buyer. Seller acknowledges and agrees that (i) Buyer is not the manufacturer evidence its ownership of the Special Tooling nor the manufacturer's agent nor a dealer therein; (ii) Buyer is bailing the Buyer Provided Special Tooling to Seller for Seller's benefit; and (iii) Seller has inspected the Special Tooling and is satisfied that the Special Tooling is suitable and fit for its purposes, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SPECIAL TOOLING OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Buyer will not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused, directly or indirectly, by the Special Tooling, including, without limitation, its use or maintenance, or its repair, service or adjustment, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation any anticipatory damages, loss of profits or any other indirect, special or consequential damages. Seller authorizes Buyer to file a UCC-1 financing statement or similar document with the appropriate filing authority to give notice of ▇▇▇▇▇'s ownership interest in the Buyer Provided Special Tooling.

Special Tooling. Special Tooling" shall mean Any and all special tools, tooling, tooling aids, jigs, dies, special diesfixtures, molds, fixturespatterns, drawingsspecial gauges, designsspecial tapes, patterns and similar items acquired special test equipment, manufacturing aids, or utilized by Seller to produce other special equipment, or any replacements thereof, or any materials for Buyer. All Special Tooling and affixed or attached thereto (thereinafter called special tooling) at any other property that is time furnished to Seller or paid for by Buyer Purchaser or its customer the cost of which or any charge or allowance to cover any depreciation and/or furnished amortization thereof that is included in providing the price specified in this order, or paid for separately by Purchaser, of which is based upon any design or process confidential or proprietary to Seller by Buyer or its customer and/or made available to Seller by Buyer or its customer ("Buyer Provided Special Tooling") is Purchaser, shall be and shall remain the sole property of Buyer Purchaser. Each item of special tooling shall be plainly marked or its customer. Buyer shall also have the right (at its option) to purchase at cost at any time all Special Tooling that does not qualify adequately identified by Seller as Buyer Provided Special Tooling ("Other Special Tooling"), and upon Buyer electing or agreeing to purchase any Other Special Tooling, such Other Special Tooling shall become Buyer Provided Special Tooling. Buyer may condition its purchase “Property of Other Special Tooling upon Buyer accepting, as conforming to requirements hereunder, the first run of parts made by the use thereof and until Seller has furnished to Buyer an itemized list of such Other Special Tooling and such records as may be necessary to enable Buyer to audit the cost thereof. Seller shall (i) be responsible for all losses or damages to Special Tooling while in its possession, and insure all Special Tooling against loss or destruction, in an amount equal to the full replacement cost thereof, at all times while in Seller's possession; (ii) mark and number all Special Tooling to correspond to the number of the part made by use thereof; (iii) keep all Special Tooling in good working order, and to the extent necessary repair and/or replace such Special Tooling; (iv) not modify any Special Tooling in any way without Buyer prior written consent; (v) use Special Tooling exclusively for the production of material for Buyer hereunder at no cost to Buyer; (vi) keep such Special Tooling free from security interests or other liens and encumbrances; (vii) cause all Buyer Provided Special Tooling to remain and be conspicuously identified as Buyer's property, and cause all Special Tooling to be segregated from the property of Seller and others; (viii) ensure that no Special Tooling is moved to a different location without Buyer's prior written consent (ix) cause all Special Tooling to be subject to inspection and removal by Buyer at any time and for any reason whatsoever. Seller acknowledges that its failure to return the Special Tooling and parts to Buyer on demand shall cause Buyer to sustain irreparable harm warranting immediate and injunctive relief, and further agrees that in the event of such failure, ▇▇▇▇▇'s damages would ▇▇ Engineering Corporation” and shall be impossible to calculate safety stored apart from Seller’s property. Special tooling while in Seller’s custody, possession or control shall be kept in good condition and shall be replaced by Seller and Seller shall pay as liquidated damages (and not as a penalty) to Buyer the amount of $50,000 per day plus bear all legal fees and costs associated with Buyer's enforcement of this section and recovery of tooling and parts. All taxes levied with respect to Special Tooling while in Seller's possession shall be borne by Seller. Upon completion, cancellation or termination of this purchase order, all Buyer Provided Special Tooling, together with operation sheets or process data necessary to show the use thereof, shall be held free of charge pending instructions from Buyer. In the event that Seller does not maintain and furnish Buyer with adequate records as hereinabove provided to enable Buyer to audit the cost of Other Special Tooling. Seller may purchase such Other Special Tooling for such amount as Buyer determines, in its sole judgment, to be reasonable. Seller shall bear the risk of loss of, thereof and damage to, all Special Toolingthereto, normal wear and tear excepted. Purchaser shall be entitled to sole and exclusive possession of any and all special tooling upon demand. If and when Purchaser requests possession, Seller grants shall prepare such special tooling for shipment and shall deliver same to Buyer Purchaser at Purchaser’s expense, Seller shall not directly or indirectly use any special tooling paid for by Purchaser to or for the benefit of a purchase money third party whatever, nor will Seller ever permit the use of any such tooling so that it any way accrues to the benefit of any competitor or Purchaser or to the detriment of Purchaser in any way. Seller agrees not to mortgage, pledge, sell lease or otherwise encumber, dispose of or subject to a lien or security interest in all Buyer Provided Special Tooling, any portion thereof, work in progress, raw materials, drawings and other items dedicated to constructing special tooling that is the Buyer Provided Special Tooling and agrees to perform any act and execute any document reasonably necessary to perfect the Buyer's security interest in the Buyer Provided Special Tooling. Buyer has the right at any time, with or without reason and without payment of any kind to retake possession subject of or require the return of any Buyer Provided Special Tooling, without the necessity of obtaining any court covered by this order. Upon ▇▇▇▇▇'s request, Seller will promptly deliver all Buyer Provided Special Tooling to Buyer F.O.B. the location specified by Buyer. To the maximum extent permitted by law, Seller waives any lien or other rights that Seller might otherwise have (including, without limitation, any statutory lien rights) with respect to any Special Tooling or any other property of Buyer. Seller acknowledges and agrees that (i) Buyer is not the manufacturer of the Special Tooling nor the manufacturer's agent nor a dealer therein; (ii) Buyer is bailing the Buyer Provided Special Tooling to Seller for Seller's benefit; and (iii) Seller has inspected the Special Tooling and is satisfied that the Special Tooling is suitable and fit for its purposes, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE SPECIAL TOOLING OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Buyer will not be liable to Seller for any loss, damage, injury or expense of any kind or nature caused, directly or indirectly, by the Special Tooling, including, without limitation, its use or maintenance, or its repair, service or adjustment, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including, without limitation any anticipatory damages, loss of profits or any other indirect, special or consequential damages. Seller authorizes Buyer to file a UCC-1 financing statement or similar document with the appropriate filing authority to give notice of ▇▇▇▇▇'s ownership interest in the Buyer Provided Special Tooling.