Common use of Termination for Default Clause in Contracts

Termination for Default. A. Subject to paragraphs C and D below, Buyer may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject Except for delay due to paragraphs C causes beyond the control and D belowwithout the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer Buyer, without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or : (a) fails to perform the services within the time specified or in this Order or any extension; 2. Fails written extension granted by Buyer; (b) fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period ten (10) days of 10 days after receipt receiving notice of the notice from default. Upon termination, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In addition, Buyer may rework or repair any Product in accordance comply with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇’s delivery schedule, any (1) completed supplies, Buyer may require delivery by fastest method and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for charges resulting from the terminated portion of this Orderpremium transportation must be fully prepaid by Seller. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ▇▇▇▇▇’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or equity or under this Order.

Termination for Default. A. Subject Buyer may, without liability, and in addition to paragraphs C and D belowany other rights or remedies provided herein or by law, Buyer may terminate this Order in whole or in part, part by written notice of default to Seller if Seller: 1. Fails : • fails to deliver the supplies Supplies or to perform the services within the time specified in this Order or any extension; 2. Fails Order; • fails to make sufficient progress so as with the work, thereby endangering completion of performance within the time specified; or • fails to endanger performance of this Order comply or fails to perform any of in accordance with the other provisions of this Order Order, including any applicable requirement of law. In these cases, Buyer may, at its option and does not cure that failure within only in writing, provide a period of 10 days after receipt of the notice from Buyer specifying Sellerwithin which Seller may cure its default prior to Buyer’s failure to perform; or 3terminating this Order for default. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it Buyer may acquirerepurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, under and for any other damages caused Buyer by the terms Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the manner Buyer considers appropriatePurchase Order delivery schedule, supplies or services similar and/or (2) to those terminatedwaive other deficiencies in Seller’s performance, and Seller will in which case an equitable reduction in the Purchase Order price shall be liable to Buyer for any excess costs for those supplies or servicesnegotiated. HoweverIn the event of a partial termination, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by Law this Purchase Order or under this Orderby law or equity.

Termination for Default. A. Subject (a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice of default or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller if Seller: 1. Fails to fails to: (i) deliver the supplies goods or to perform the services within the time specified in this Order Contract or any extension; 2. Fails to ; (ii) make progress progress, so as to endanger performance of this Order or to Contract; or, (iii) perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentContract. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇Buyer, any (1) completed supplies, and (2) partially completed supplies goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of this OrderContract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also further agrees to protect and preserve Property property in its the possession of Seller in which Buyer has an interest. F. . Payment for completed goods delivered to and accepted by Buyer shall pay be at the Order price Contract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller moneys otherwise due Seller for the account of Seller, any completed goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said goods and Materials. H. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Contract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderContract.

Termination for Default. A. Subject to paragraphs C and D below, Buyer ▇▇▇▇▇ may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies Products or to perform the services Services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies Products or services Services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies Products or servicesServices. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Nonor re-Conforming Goods clause hereinperform any Service, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies Products or services Services were obtain- able obtainable from other sources in sufficient time for Seller to meet the required deliver delivery schedule. E. D. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed suppliesProducts, and (2) partially completed supplies Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rialsmaterials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer has an interest. F. Buyer ▇. ▇▇▇▇▇ shall pay the Order price for completed supplies Products delivered or services Services performed and acceptedAccepted. Seller and Buyer ▇▇▇▇▇ shall agree on the amount of payment for manufacturing materials delivered and accepted Accepted and for the protection and preservation of the property. G. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. G. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, (a) Buyer may terminate this Order in whole or in partmay, by written notice of default to Seller if Seller, terminate the whole or any part of this Order in any one of the following circumstances: 1. Fails (i) Seller fails to deliver make delivery of the supplies goods or to perform the services within the time specified in this Order herein or any extension;extension thereof; or 2. Fails to make progress so as to endanger performance of this Order or (ii) Seller fails to perform any of the other provisions of this Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure that such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of the notice from the Buyer specifying Seller’s failure such failure; (iii) Seller becomes insolvent or the subject of proceedings under any law relating to performbankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or 3. Becomes insolvent or makes a general assignment for (iv) Seller fails to provide Buyer, in writing, within the benefit time specified by Buyer, adequate assurances of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentperformance. B. (b) If Buyer terminates this Order in whole is so terminated, Buyer may procure or in partotherwise obtain, it may acquire, under the upon such terms and in the such manner as Buyer considers may deem appropriate, supplies goods or services similar to those terminated. Seller, and Seller will subject to the exceptions set forth below, shall be liable to Buyer for any excess costs for those supplies of such similar goods or services. However. (c) Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or after termination, such complete or partially completed goods as Seller has produced or acquired for the performance of the terminated part of this Order and Buyer will only pay Seller the Order price of the goods and services accepted. (d) Seller shall continue performance of this Order to the work extent not terminated. In addition, Buyer may rework or repair shall have no obligations to Seller in respect to the terminated part of this Order except as herein provided. Buyer's rights as set forth herein shall be in addition to any Product other rights in accordance with the Non-Conforming Goods clause herein, at case of Seller’s cost's default. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, (e) Seller shall not be liable for any excess costs of re-procurement. D. If the failure damages resulting from default due to perform causes beyond Seller's control and without Seller's fault or negligence, provided, however, that if Seller's default is caused by the default of a subcontractor or supplier at any tier, and if the cause such default must arise out of the default is causes beyond the control of both Seller and subcontractorsubcontractor or supplier, and without the fault or negli- gence negligence of eithereither of them and, Seller shall not be liable for any excess costs for failure to performprovided further, unless the subcontracted supplies or services to be furnished by the subcontractor or supplier were obtain- able not obtainable from other sources in sufficient time for Seller to meet the required deliver schedulesources. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject Except for delay due to paragraphs C causes beyond the control and D belowwithout the fault or negligence of Seller and all of its suppliers (lasting not more than 30 days), Buyer Buyer, without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or : a) fails to perform the services within the time specified in this Order or any extension; 2. Fails written extension granted by Buyer; b) fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or c) fails to perform comply with any of the other provisions terms of this Order. Such Order and termination shall become effective if Seller does not cure that such failure within a period ten (10) days of 10 days after receipt receiving notice of the notice from default. Upon termination, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination of this Order for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer, to the work not terminated. In additionextent permitted under the Supply Agreement, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title delivery by fastest method and deliver to charges resulting from the premium transportation must be fully prepaid by Seller. Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Non- Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able obtainable from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.and

Termination for Default. A. Subject (a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice of default or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller if Seller: 1. Fails to fails to: (i) deliver the supplies goods or to perform the services within the time specified in this Order Contract or any extension; 2. Fails to ; (ii) make progress progress, so as to endanger performance of this Order or to Contract; or, (iii) perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentContract. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of this OrderContract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also ▇▇▇▇▇▇ further agrees to protect and preserve Property property in its the possession of Seller in which Buyer ▇▇▇▇▇ has an interest. F. . Payment for completed goods delivered to and accepted by Buyer shall pay be at the Order price Contract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller moneys otherwise due Seller for the account of Seller, any completed goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said goods and Materials. H. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Contract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderContract.

Termination for Default. A. Subject (a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at SellerBuyer’s cost. C. If sole discretion, require the failure Seller to perform is caused by an excusable delaypost such financial assurance as Buyer deems reasonably necessary, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule.fails E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of this OrderContract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also ▇▇▇▇▇▇ further agrees to protect and preserve Property property in its the possession of Seller in which Buyer ▇▇▇▇▇ has an interest. F. . Payment for completed goods delivered to and accepted by Buyer shall pay be at the Order price Contract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller moneys otherwise due Seller for the account of Seller, any completed goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said goods and Materials. H. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Contract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderContract.

Termination for Default. A. Subject Except for delays due to paragraphs C causes beyond the control and D belowwithout the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3.1 hereof. Buyer, Buyer without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or : (a) fails to perform the services within the time specified or in this Order or any extension; 2. Fails written extension granted by Buyer; (b) fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period thirty (30) days of 10 days after receipt receiving notice of the notice from default. Upon such termination. Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause hereinBuyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s cost. C. If the failure to perform is caused by an excusable delayperformance, as described in the Excusable Delay clause herein, making Seller shall not be liable for any excess costs costs, expenses or damages arising from any failure of re-procurement. D. Seller’s performance. If Seller for any reason anticipates difficulty in complying with the failure to perform is caused by the default of a subcontractor at required delivery date, or in meeting any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion requirements of this Order. Upon direction of Buyer, Seller shall also protect promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer subject to Section 3.1 may require delivery by fastest method and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay charges resulting from the Order price for completed supplies delivered or services performed and acceptedpremium transportation must be fully prepaid by Seller. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The Buyer’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or equity or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, (1) Buyer may terminate this Order in whole or in part, part by written notice of default to Seller if Sellerin any of the following circumstances: 1. Fails a. If Seller refuses or fails to deliver the supplies make deliveries, including any installment thereof, or to perform the services within the time specified in this the Purchase Order or any extension;extension thereof granted by Buyer. 2. Fails b. If Seller fails to comply with other provisions of this Order, including, but not limited to, specified quality requirements, or fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order in accordance with its terms, and does not cure that any such failure within a period of 10 thirty (30) days or such longer period as Buyer may authorize by written notice after receipt of the notice from Buyer specifying Seller’s failure to perform; orsuch failure. 3. Becomes insolvent c. If ▇▇▇▇▇▇ becomes insolvent, or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property property, or business; becomes subject to any law relating to bankruptcy, insolvency, or assignmentrelief of debtors, to the extent Buyer may lawfully exercise such right of termination. B. If Buyer terminates this Order in whole or in part(2) In addition to the foregoing termination rights, it may acquire, under the terms as well as all other rights and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable all remedies available to Buyer for under applicable law, upon the occurrence of any excess costs for those supplies or services. Howeverevent described in Section 8(1), Seller shall continue the work not terminated. In additionabove, Buyer may rework shall have the right to purchase or repair any Product in accordance with the Non-Conforming manufacture similar Goods clause herein, at Seller’s cost. C. If the failure without further payment to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may and/or require Seller to transfer title and deliver to Buyer, as Buyer in a manner directed by ▇▇▇▇▇Buyer any and all property produced or procured by Seller under this Order including, any (1) completed suppliesbut not limited to, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, Agreement rights, and contract rights (collectively referred other property and technical data, and Seller shall be liable to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired Buyer for the terminated portion of this Orderany excess cost to Buyer. Upon direction of Any termination by Buyer, Seller whether for default or otherwise, shall also protect and preserve Property in its possession in which be without prejudice to any claims for damages or other rights of Buyer has an interest. F. against Seller. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off againstaudit all elements of any termination claim and Seller shall make available to Buyer on request all books, or appropriate records, and apply papers relating thereto. Seller shall continue performance of this Order to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holdersextent not terminated. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject (a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Subcontract in whole or in part, by written notice of default to part if the Seller if Seller: 1. Fails to fails to: (i) deliver the supplies Goods or to perform the services Services within the time specified in this Order Subcontract or any extension; 2. Fails to ; (ii) make progress progress, so as to endanger performance of this Order or to Subcontract; or, (iii) perform any of the other material provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditorsSubcontract, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtorsprovided, or however, in the event of either (ii) or (iii) Buyer has provided Seller with prior written notice of the failure and a trustee or receiver is appointed for Seller’s property or business; or assignmentreasonable opportunity to cure. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇Buyer, any (1) completed supplies, and (2) partially completed supplies Goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationServices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of this OrderSubcontract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also further agrees to protect and preserve Property property in its the possession of Seller in which Buyer has an interest. F. . Payment for completed Goods delivered to and accepted by Buyer shall pay be at the Order price Subcontract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller monies otherwise due Seller for the account of Seller, any completed Goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said Goods and Materials. H. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Subcontract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderSubcontract.

Termination for Default. A. Subject (a) Buyer may, without prejudice to paragraphs C and D belowany other rights or remedies provided by law or under this Order, Buyer may by written Notice of Default by Seller, terminate this the Order in whole or in part, by written notice part in any one of default to Seller if Sellerthe following circumstances: (1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or ) If Seller has been declared bankrupt, makes a general an assignment for the benefit of creditors, or files is in receivership; or. (2) If Seller fails to perform the work or deliver the services, supplies, equipment, goods, or other deliverable items (“Deliverables”) in accordance with the delivery or performance schedules, or any extension thereof, specified in the Order or otherwise established between the Parties; or (3) If Seller fails to perform any of the other terms of this Order, or so fails to make progress as to endanger the performance of this Order in accordance with its terms (including delivery or performance schedules), and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure. (1) If at any time it appears to Buyer that Seller has filed against it not or will not meet this Order’s delivery schedule, or any extension thereof, Buyer shall have the right to require Seller to submit a petition revised delivery schedule together with adequate documentation to support the reasonableness of bankruptcy the revised schedule. The revised schedule shall provide a specific date for the delivery of each Deliverable item under this Order and shall not be submitted subject to any contingencies. (2) Such request shall not be deemed a waiver of any existing delivery schedule or pursues any other remedy rights of Buyer under any other law relating this Order. (3) If Seller fails to the relief for debtorssubmit a revised delivery schedule as specified above, or in any extension thereof granted by Buyer, Seller shall be deemed to have failed to make delivery within the meaning of the “Default” provisions hereof and this Order shall be subject to termination. (c) In the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in partpart as provided in subparagraph 9 (a), it Buyer may acquireprocure, under the upon such terms and in the such manner Buyer considers as it may reasonably deem appropriate, supplies deliverables or services similar to those so terminated, and Seller will shall be liable to Buyer for any excess costs reasonably incurred for those such similar supplies or services. However, ; provided that Seller shall continue the work performance of this Order to the extent not terminated. In addition, Buyer may rework or repair any Product in accordance terminated under the provisions of this paragraph 9. (d) Except with the Non-Conforming Goods clause herein, at respect to defaults of Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause hereinsubcontractors, Seller shall not be liable for any excess costs if the failure to perform the Order arises out of re-procurement. D. causes beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller, provided Seller gives Buyer written notice of such causes within twenty (20) days of the occurrence thereof and within the period of delivery agreed upon. Such clauses may include, but are not restricted to, acts of God or of a public enemy, acts of Buyer, acts of a government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and freight embargoes; but in every case the failure to perform must be beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller. If the failure to perform is caused by the default of a subcontractor at any tierSeller’s subcontractor, and if the cause such default arises out of the default is causes beyond the control of both Seller and its subcontractor, and without the fault or negli- gence negligence of, and despite the exercise of eitherutmost diligence by, either of them, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services to be furnished by Seller’s subcontractor were obtain- able obtainable from other sources in sufficient time for Seller to permit seller to meet the required deliver delivery schedule. E. (e) If this Order is terminated for defaultas provided in this paragraph 9, Buyer Buyer, in addition to other rights afforded by this paragraph 9, may require Seller to transfer title to and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇, any Buyer: (1) any completed supplies, Deliverables; and (2) such partially completed supplies Deliverables and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights and the like (collectively referred to “Manufacturing Materials”) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of such part of this Order. Upon Order as has been terminated, and Seller shall, upon direction of Buyer, Seller shall also protect and preserve Property property in its possession of Seller in which Buyer has an interest. F. (f) Payment for Deliverables completed by Seller prior to such termination and delivered to and accepted by Buyer shall pay be at the Order price for completed supplies such Deliverables specified in the Order. Payment for Manufacturing Materials delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer, and for the protection and preservation of property, shall be in an amount agreed upon by the property. G. Parties pursuant to good faith negotiation. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer may withhold from amounts otherwise due Seller under this Order, all deposits, amounts, or balances held by paragraph such sum as Buyer for reasonably deems necessary to cover the account additional cost of Seller, any amounts owed by Buyer to Seller, completing the Order and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. (g) If, after a notice of termination under the provisions of subparagraph 9 (a) has been issued, it is determined that the failure to perform this Order is due to causes beyond the control and without the fault or negligence of Seller or any of its suppliers or subcontractors, such notice of termination shall be deemed to have been issued pursuant to the “Termination for Convenience” provisions of paragraph 8, and the rights and obligations of the Parties shall, in such event, be governed by such provisions. (h) The rights and remedies of Buyer provided in this clause paragraph shall not be exclusive and are in addition to any other rights and remedies provided by Law at law, or in equity, or under this Order.

Termination for Default. ‌ A. Subject to paragraphs C and D below, Buyer ▇▇▇▇▇ may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies Products or to perform the services Services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies Products or services Services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies Products or servicesServices. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Nonor re-Conforming Goods clause hereinperform any Service, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies Products or services Services were obtain- able obtainable from other sources in sufficient time for Seller to meet the required deliver delivery schedule. E. D. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed suppliesProducts, and (2) partially completed supplies Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rialsmaterials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer has an interest. F. E. Buyer shall pay the Order price for completed supplies Products delivered or services Services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. G. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.

Termination for Default. A. Subject Except for delays due to paragraphs C causes beyond the control and D belowwithout the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3.1 hereof. Buyer, Buyer without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate: the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or : (a) fails to perform the services within the time specified or in this Order or any extension; 2. Fails written extension granted by Buyer; (b) fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period thirty (30) days of 10 days after receipt receiving notice of the notice from default. Upon such termination. Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default. Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminatedcomply with Buyer’s delivery schedule. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure subject to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer Section 3.1 may require Seller to transfer title delivery by fastest method and deliver to charges resulting from the premium transportation must be fully prepaid by Seller. Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or equity or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may terminate this Order in whole or in partmay, by written notice of default to Seller, terminate the whole or any part of this Order in any one of the following circumstances: Seller if Seller: 1. Fails fails to deliver make delivery of the supplies or to perform the services within the time specified in this Order herein or any extension; 2. Fails to make progress so as to endanger performance of this Order extension thereof; or Seller fails to perform any of the other provisions of this Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure that such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of the notice from the Buyer specifying Seller’s failure to performsuch failure; or 3. Becomes Seller becomes insolvent or makes a general assignment for the benefit subject of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy proceedings under any other law relating to bankruptcy or the relief for debtors, of debtors or admits in the event a trustee or receiver is appointed for Seller’s property or businesswriting its inability to pay its debts as they become due; or assignment. B. Seller fails to provide Buyer, in writing, within the time specified by Buyer, adequate assurances of performance by Seller. If Buyer terminates this Order in whole is so terminated, Buyer may procure or in partotherwise obtain, it may acquire, under the upon such terms and in the such manner as Buyer considers may deem appropriate, supplies or services similar to those terminated. Seller, and Seller will subject to the exceptions set forth below, shall be liable to Buyer for any excess costs for those of such similar supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed in the manner and to the extent requested in writing by ▇▇▇▇▇Buyer at or after termination, any (1) completed supplies, and (2) such complete or partially completed supplies and articles, property, materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information, information and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the performance of the terminated portion part of this Order. Upon direction of Buyer, Order and Buyer will pay Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order contract price for completed supplies articles delivered or services performed to and acceptedaccepted by Buyer and the fair value of the other property of Seller so requested and delivered. Seller and shall continue performance of this Order to the extent not terminated. Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right no obligations to set off against, or appropriate and apply Seller in respect to the payment or performance terminated part of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to Order except as herein provided. Buyer's rights as set forth herein shall be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Orderin case of Seller's default.

Termination for Default. A. Subject to paragraphs C and D below, i. Buyer may terminate this Order in whole or in partmay, by written notice to Seller, terminate all or part of default to this Contract if: (a) Seller if Seller: 1. Fails fails to deliver the supplies or to perform the services Services within the time specified in by this Order Contract or any written extension; 2. Fails ; (b) Seller fails to perform any other provision of this Contract or fails to make progress progress, so as to endanger performance of this Order or to perform any Contract, and, in either of the other provisions of this Order and does not cure that failure these two circumstances, within a period of 10 ten (10) days after receipt of the notice from Buyer specifying Sellerthe failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s failure Authorized Procurement Representative; (c) Seller fails to provide written adequate assurance of its ability to perform in accordance with all terms of this Contract within ten (10) days of written request for adequate written assurance from Buyer specifying the matters that are or could affect such ability to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or (d) in the event of Seller’s bankruptcy, suspension of business, insolvency, appointment of a trustee or receiver is appointed for Seller’s property or business; , or any assignment, reorganization, or arrangement by Seller for the benefit of its creditors. B. ii. Seller shall continue all Services not terminated. If Buyer terminates cancels all or part of this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. HoweverContract, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any Buyer’s excess costs of re-procurementprocurement costs. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, iii. Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, (i) any (1) completed suppliesmaterials, and (2ii) any partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and or contract rights (collectively referred to as collectively, “manufacturing mate- rials” in this clauseManufacturing Materials”) that Seller has specifically produced or acquired for the terminated portion of this OrderContract. Upon direction of from Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer or its customer has an interest. F. iv. Buyer shall pay the Order price for completed supplies delivered or services performed and materials accepted. Seller and Buyer shall agree on the amount of In addition, any payment for manufacturing materials delivered and Manufacturing Materials accepted by Buyer and for the protection and preservation of property shall be at a price determined in accordance with the property. G. “Termination for Convenience” provision of this Contract, except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of may withhold from any obligation, sum or amount owing at any time to Buyer due under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and Contract any sum Buyer determines to be necessary to protect Buyer or ▇▇▇▇▇’s customer against loss because of outstanding liens or claims of former lien holders. H. The v. If, after termination in whole or in part, it is determined that Seller was not in default, the rights and remedies of Buyer in the Parties shall be as if this clause are in addition Contract had been terminated according to any other rights and remedies provided by Law or under the “Termination for Convenience” provision of this OrderContract.

Termination for Default. A. Subject Except for delays due to paragraphs C causes beyond the control and D belowwithout the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3,1 hereof, Buyer Buyer, without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or : (a) fails to perform the services within the time specified or in this Order or any extension; 2. Fails written extension granted by Buyer; (b) fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period thirty (30) days of 10 days after receipt receiving notice of the notice from default. Upon such termination, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In additioncomply with Buyer’s delivery schedule, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure subject to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer Section 3.1 may require Seller to transfer title delivery by fastest method and deliver to charges resulting from the premium transportation must be fully prepaid by Seller. Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or equity or under this Order.,

Termination for Default. A. Subject (a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at SellerBuyer’s cost. C. If sole discretion, require the failure Seller to perform is caused by an excusable delaypost such financial assurance as Buyer deems reasonably necessary, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule.fails E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇Buyer, any (1) completed supplies, and (2) partially completed supplies goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of this OrderContract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also further agrees to protect and preserve Property property in its the possession of Seller in which Buyer has an interest. F. . Payment for completed goods delivered to and accepted by Buyer shall pay be at the Order price Contract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller moneys otherwise due Seller for the account of Seller, any completed goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said goods and Materials. H. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Contract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderContract.

Termination for Default. A. Subject (a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Subcontract in whole or in part, by written notice of default to part if the Seller if Seller: 1. Fails to fails to: (i) deliver the supplies Goods or to perform the services Services within the time specified in this Order Subcontract or any extension; 2. Fails to ; (ii) make progress progress, so as to endanger performance of this Order or to Subcontract; or, (iii) perform any of the other material provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditorsSubcontract, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtorsprovided, or however, in the event of either (ii) or (iii) Buyer has provided Seller with prior written notice of the failure and a trustee or receiver is appointed for Seller’s property or business; or assignmentreasonable opportunity to cure. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇Buyer, any (1) completed supplies, and (2) partially completed supplies Goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationServices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of this OrderSubcontract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also further agrees to protect and preserve Property property in its the possession of Seller in which Buyer has an interest. F. . Payment for completed Goods delivered to and accepted by Buyer shall pay be at the Order price Subcontract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller monies otherwise due Seller for the account of Seller, any completed Goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said Goods and Materials. H. The rights and remedies (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in this clause are in addition its sole discretion, deems necessary. Failure to any other rights and remedies provided by Law or under this Order.post such financial assurance upon ten (10) days written notice shall

Termination for Default. A. Subject Except for delays due to paragraphs C causes beyond the control and D belowwithout the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days) or otherwise covered by Section 3.1 hereof, Buyer Buyer, without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or : (a) fails to perform the services within the time specified or in this Order or any extension; 2. Fails written extension granted by Buyer, (b) fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period thirty (30) days of 10 days after receipt receiving notice of the notice from default. Upon such termination, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default. Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In additioncomply with Buyer’s delivery schedule, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure subject to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer Section 3.1 may require Seller to transfer title delivery by fastest method and deliver to charges resulting from the premium transportation must be fully prepaid by Seller. Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or equity or under this Order.

Termination for Default. A. Subject 10.2.1 Except for delay due to paragraphs C causes beyond the control and D belowwithout the fault of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer Buyer, without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate the whole or any part of an Order if Seller: 1. Fails to deliver the supplies or : (a) fails to perform the services within the time specified or in this Order or any extension; 2. Fails written extension granted by Buyer; (b) fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this an Order in accordance with its terms; or c) fails to perform comply with any of the other provisions material terms of this Order and an Order. Such termination shall become effective if Seller does not cure that such failure within a period ten (10) days of 10 days after receipt receiving notice of the notice from default. 10.2.2 Upon termination, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of an Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. However. 10.2.3 As an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. 10.2.4 If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In addition, Buyer may rework or repair any Product in accordance comply with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇’▇ delivery schedule, any (1) completed supplies, Buyer may require delivery by fastest method and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for charges resulting from the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interestpremium transportation must be fully prepaid by Seller. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The 10.2.5 Buyer’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or equity or under this an Order.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may terminate this Order Agreement in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies Products or to perform the services Services within the time specified in this Order Agreement or any written extension; 2. Fails to make progress so as to endanger performance of this Order Agreement or to perform any of the other provisions of this Order Agreement and does not cure that failure within a period of 10 ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; , or assignment. B. If Buyer terminates this Order Agreement in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies Products or services Services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies Products or servicesServices. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Nonor re-Conforming Goods clause hereinperform any Service, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies Products or services Services were obtain- able obtainable from other sources in sufficient time for Seller to meet the required deliver delivery schedule. E. D. If this Order Agreement is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed suppliesProducts, and (2) partially completed supplies Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rialsmaterials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this OrderAgreement. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer has an interest. F. E. Buyer shall pay the Order Agreement price for completed supplies Products delivered or services Services performed and acceptedAccepted. Seller and Buyer ▇▇▇▇▇ shall agree on the amount of payment for manufacturing materials delivered and accepted Accepted and for the protection and preservation of the property. G. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this OrderAgreement, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. G. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderAgreement.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may terminate this Order Order, in whole or in part, by without liability, upon providing written notice of default termination to Seller Seller. Such notice may be given (a) if Seller: 1. Fails Supplier fails to deliver the supplies or to perform the services within make deliveries at the time specified or in this Order or the quantities specified, (b) in the event of any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any material breach hereof by Supplier not cured within ten (10) of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt date of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent of termination, (c) in the event of the institution of any proceedings in bankruptcy or makes insolvency by or against Supplier, or any parent, subsidiary or affiliate of Supplier, or (d) in the event of the appointment of a general receiver or trustee for Supplier or any parent, subsidiary or affiliate of Supplier or any assignment for the benefit of creditorscreditors by Supplier or any parent, subsidiary or files or has filed against it affiliate of Supplier. In the event of a petition of bankruptcy or pursues Termination for Default, Buyer may, in addition to any other remedy under any other law relating to the relief for debtors, or rights provided in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in partby law, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, Buyer the following: (y) any (1) completed supplies, Supplies; and (2z) such partially completed supplies Supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as herein “manufacturing mate- rials” in this clausematerials”) that as Seller has specifically produced or acquired for the terminated portion performance of this Order. Upon Seller shall also, upon direction of Buyer, Seller shall also protect and preserve Property property in its the possession of Seller in which Buyer ▇▇▇▇▇ has an interest. F. Buyer shall pay the Order price . Payment for completed supplies delivered or services performed and accepted. Seller and Buyer Supplies shall agree be at the price set forth on the amount of payment Order. Payment for manufacturing materials delivered to and accepted by ▇▇▇▇▇ and for the cost of protection and preservation of property shall be in an amount not to exceed Seller’s cost thereof. Additionally, in the property. G. event of a Termination for Default, Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum may withhold such sums otherwise due Seller as Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. from loss. The rights and remedies of Buyer provided in this clause Section 11 shall not be exclusive and are in addition to any other rights and remedies provided by Law law or this Order. No such termination shall relieve Seller of any obligations or liabilities under this Order.

Termination for Default. A. Subject to paragraphs C and D below17.1 Buyer, Buyer without liability, may terminate this Order in whole or in part, by written notice of default to Seller the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or (a) fails to perform the services within the time specified in this Order or any extensionwritten extension granted by ▇▇▇▇▇; 2. Fails (b) fails to make progress so as to endanger which, in ▇▇▇▇▇’s reasonable judgment, endangers performance of this Order or in accordance with its terms; or (c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period ten (10) days of 10 days after receipt receiving notice of the notice from default. 17.2 Upon termination pursuant to Section 17.1, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In addition, Buyer may rework or repair any Product in accordance comply with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇’s delivery schedule, any (1) completed supplies, Buyer may require delivery by fastest method and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for charges resulting from the terminated portion of this Orderpremium transportation must be fully prepaid by Seller. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ▇▇▇▇▇’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.

Termination for Default. A. Subject to paragraphs C and D belowa. If Contractor does not perform in accordance with all terms of this Contract, Buyer may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to part thereof, including in accordance with any schedule or any extension thereof or, in the absence of such a schedule in a timely manner; or if the Contractor shall become insolvent, bankrupt or make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general an assignment for the benefit of creditors, or files if its property or has filed against it affairs shall be put in the hands of a petition of bankruptcy receiver; or pursues if the Contractor fails to comply with any other remedy under any other law relating to provision of the relief for debtorsContract, or in so fails to make progress as to endanger performance of the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product Contract in accordance with its terms, and in either of these two latter circumstances does not cure such failure within a period of ten (10) calendar days after receipt of notice from the Non-Conforming Goods clause hereinDistrict specifying such failure, at Seller’s cost.the District shall have the following rights and remedies in addition to any others provided by law: C. (1) If the failure Contractor refuses or fails to perform is caused procure the goods or any separable part, with the diligence that will insure its delivery within the time specified in this Contract or any extension or fails to complete the goods within this time, or if the Contractor fails to comply with any other provisions of this Contract, the District may terminate this Contract for default. The District shall terminate by an excusable delaydelivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, as described in the Excusable Delay clause herein, Seller District may take over the procurement of the goods and complete it by contract. The Contractor and its sureties shall not be liable for any excess damage to the District resulting from the Contractor’s refusal or failure to complete the manufacturing of the Goods within specified time, whether or not the Contractor’s right to proceed with the production of the Goods is terminated. These costs include any increased expenses incurred by the District over the contract amount in order to have the Work completed. In the event of Default the Contractor will return all progress, partial, or advance payments to the District. Additionally, the Contractor shall pay to the District any and all attorney’s fees incurred by the District pertaining to Contractor’s default, whether or not litigations ensues, and all costs of re-procurementthe District’s paid staff incurred in order to remedy the default and/or complete the Work contracted for. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies The right to declare the Contractor in default and materialsto terminate the Contract as to any part of the Work not yet accepted herein; in any event reserving to the District its rights to actual damages, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced liquidated or acquired for the terminated portion otherwise arising out of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interestany such takeover or default. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount b. If, after notice of payment for manufacturing materials delivered and accepted and for the protection and preservation termination of the property. G. Buyer shallContract, at its option, have it is determined for any reason that the right to set off againstContractor was not in default, or appropriate and apply to that the payment or performance of any obligationdefault was excusable, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies obligations of Buyer in this clause are in addition the parties shall be the same as if notice of termination had been issued pursuant to any other rights and remedies provided by Law or under this OrderSection 32 (Termination For Convenience).

Termination for Default. A. Subject In addition to paragraphs C and D belowany other remedies or rights afforded by law, Buyer may terminate reserves the right to cancel all or any part of this Order in whole or in partPurchase Order, by written notice for default of default to Seller Seller, if Seller: 1. Fails to deliver : (i) repudiates or breaches any of the supplies or terms of this Purchase Order, including Seller's warranties; (ii) fails to perform the services within the time or deliver goods as specified in this Order by Buyer; or any extension; 2. Fails (iii) fails to make progress so as to endanger performance timely and proper completion of this Order services or to perform any delivery of the other provisions of this Order goods, and does not cure that correct such failure or breach within a period of 10 ten (10) days after receipt of the written notice from Buyer specifying Seller’s such failure or breach; and (vi) if it can be determined that the Seller is not complying with any of its obligations set forth in the Purchase Orders or in any of the applicable laws to performsaid, including without limitation those related with the fulfillment of its obligations in; or 3. Becomes insolvent or makes a general assignment for (x) tax matters; (y) accordance with the benefit Anti-Corruption, Anti-Money laundering, Anti-Terrorism and the Labor Legislation regulations; (z) prevention of creditors, or files or has filed against it a petition of bankruptcy or pursues crimes matters; (aa) labor and collective; as well as; (bb) any other remedy under applicable ethical obligations. Seller shall reimburse Buyer for all costs Buyer incurs in connection with any of the foregoing whether or not this Purchase Order is terminated, including, but not limited to, all attorneys' or other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. professional fees. If Buyer terminates its purchase obligations pursuant to this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In additionparagraph, Buyer may rework or repair any Product will have no obligations to Seller in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs respect of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction Purchase Order and Buyer's liability will be limited to the delivered portion of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay this Purchase Order at the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree rate specified on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. face hereof. Buyer shallwill be entitled to recover all damages or losses attributable to such repudiation, at its option, have the right to set off againstbreach, or appropriate and apply to the payment or performance of any obligationfailure by Seller. 13. TERMINACIÓN POR INCUMPLIMIENTO. Además de cualquier otro recurso o derecho otorgado por ▇▇ ▇▇▇, sum or amount owing at any time to Buyer under this Orderel Comprador se reserva el derecho de cancelar toda o cualquier parte de esta Orden de Compra, all depositspor incumplimiento del Vendedor, amountssi éste (i) repudia o incumple cualquiera de los términos de esta Orden de Compra, or balances held by Buyer for the account of Sellerincluyendo las garantías del Vendedor; (ii) no realiza los servicios o entrega las mercancías según lo especificado por el Comprador; o (iii) no avanza de forma que ponga en peligro la finalización en tiempo y forma de los servicios o la entrega de los bienes, any amounts owed by Buyer to Sellery no corrige dicho incumplimiento o violación dentro de los diez (10) ▇▇▇▇ siguientes a la recepción de la notificación escrita del Comprador especificando dicho incumplimiento o violación; y (vi) si se determina que el Vendedor no está cumpliendo con cualquiera de sus obligaciones establecidas en las Órdenes de Compra o en cualquiera de las leyes aplicables a las mismas, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holdersincluyendo sin limitación las relacionadas con el cumplimiento de sus obligaciones en; (x) materia fiscal; (y) conformidad con la normativa Anticorrupción, Anti-Lavado de Dinero, Antiterrorista y la Legislación Laboral; (z) materia de prevención de delitos; (aa) laboral y colectiva; así como; (bb) cualquier otra obligación ética aplicable. El Vendedor reembolsará al Comprador todos los costos en los que éste incurra en relación con cualquiera de los aspectos anteriores, tanto si se rescinde la presente Orden de Compra o no, incluyendo sin limitación, todos los honorarios de abogados u otros profesionales.. Si el Comprador termina sus obligaciones de compra de conformidad con este párrafo, el Comprador no tendrá ninguna obligación para con el Vendedor con respecto a la parte rescindida de esta Orden de Compra y la responsabilidad del Comprador se limitará a la parte entregada de esta Orden de Compra a la tarifa especificada en el anverso de la misma. El Comprador tendrá derecho a recuperar todos los ▇▇▇▇▇ o pérdidas atribuibles a dicho repudio, incumplimiento o falta del Vendedor. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies Products or to perform the services Services within the time specified in this Order or any respective extension;; or 2. Fails to make progress so as to endanger performance of this Order or in any material way to perform any of the other provisions of Seller's obligations under this Order Order, or so fails to make progress as to endanger such performance and does not cure that such failure within a period ten (10) days of 10 days after receipt of the Buyer's notice from Buyer specifying Seller’s failure to performof such failure; or 3. Becomes In the event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies products or services similar to those terminated, and Seller will be liable to Buyer for any and all excess costs for associated with the re- procurement of those supplies products or servicesservices from another source. However, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any Product product back to conforming state in accordance with the Non-Conforming Goods Warranties clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed suppliesproducts, and (2) partially completed supplies and materialsproducts, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer has or may have an interest. F. D. Buyer shall pay the Order price for completed supplies products delivered or services performed and accepted. Seller and Buyer ▇▇▇▇▇ shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the any property. G. E. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. F. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law, equity, or under this Order.

Termination for Default. A. Subject By written notice of default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice part hereunder in any one of default to Seller if Sellerthe following circumstances: 1. Fails (i) Seller fails to deliver make delivery of the supplies Goods or to perform the services Services within the time specified in this Order herein or any extension;extension thereof; or 2. Fails to make progress so as to endanger performance of this Order or (ii) Seller fails to perform any of the other provisions of this Order Contract or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure that such failure within a period of 10 ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of the notice from the Buyer specifying Seller’s failure such failure; (iii) Seller becomes insolvent, unable to performpay its bills when due, or becomes the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or 3(iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. Becomes insolvent If the Contract is so terminated, Buyer may procure or makes a general assignment for the benefit of creditorsotherwise obtain, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the upon such terms and in the such manner as Buyer considers may deem appropriate, supplies Goods or services Services similar to those terminated. Seller, and Seller will subject to the exceptions set forth below, shall be liable to Buyer for any excess costs for those supplies of such similar Goods or servicesServices. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed in the manner and to the extent requested in writing by ▇▇▇▇▇▇ at or after termination, any (1) completed supplies, and (2) such complete or partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to Goods or Services as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the performance of the terminated portion part of this Orderthe Contract, and Buyer will only pay Seller the price of the Goods and Services accepted. Upon direction of Buyer, Seller shall also protect deliver to Buyer any of Seller’s intellectual property, including all technical data and preserve Property commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in its possession in which Buyer has an interest. F. connection with this Contract. Seller shall continue performance of the Contract to the extent not terminated. Buyer shall pay have no obligations to Seller with respect to the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation terminated part of the property. G. Buyer shall, at its option, have the right to Contract except as herein provided. Buyer’s rights as set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to forth herein shall be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law in case of Seller’s default. In no event shall Buyer be liable for lost or under this Orderanticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days of the effective date of the termination.

Termination for Default. A. Subject (a) Buyer may, without prejudice to paragraphs C and D belowany other rights or remedies provided by law or under this Order, Buyer may by written Notice of Default by Seller, terminate this the Order in whole or in part, by written notice part in any one of default to Seller if Sellerthe following circumstances: (1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or ) If Seller has been declared bankrupt, makes a general an assignment for the benefit of creditors, or files is in receivership; or. (2) If Seller fails to perform the work or deliver the services, supplies, equipment, goods, or other deliverable items (“Deliverables”) in accordance with the delivery or performance schedules, or any extension thereof, specified in the Order or otherwise established between the Parties; or (3) If Seller fails to perform any of the other terms of this Order, or so fails to make progress as to endanger the performance of this Order in accordance with its terms (including delivery or performance schedules), and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure. (1) If at any time it appears to Buyer that Seller has filed against it not or will not meet this Order’s delivery schedule, or any extension thereof, Buyer shall have the right to require Seller to submit a petition revised delivery schedule together with adequate documentation to support the reasonableness of bankruptcy the revised schedule. The revised schedule shall provide a specific date for the delivery of each Deliverable item under this Order and shall not be submitted subject to any contingencies. (2) Such request shall not be deemed a waiver of any existing delivery schedule or pursues any other remedy rights of Buyer under any other law relating this Order. (3) If Seller fails to the relief for debtorssubmit a revised delivery schedule as specified above, or in any extension thereof granted by Buyer, Seller shall be deemed to have failed to make delivery within the meaning of the “Default” provisions hereof and this Order shall be subject to termination. (c) In the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in partpart as provided in subparagraph 9(a), it Buyer may acquireprocure, under the upon such terms and in the such manner Buyer considers as it may reasonably deem appropriate, supplies deliverables or services similar to those so terminated, and Seller will shall be liable to Buyer for any excess costs reasonably incurred for those such similar supplies or services. However, ; provided that Seller shall continue the work performance of this Order to the extent not terminated. In addition, Buyer may rework or repair any Product in accordance terminated under the provisions of this paragraph 9. (d) Except with the Non-Conforming Goods clause herein, at respect to defaults of Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause hereinsubcontractors, Seller shall not be liable for any excess costs if the failure to perform the Order arises out of re-procurement. D. causes beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller, provided Seller gives ▇▇▇▇▇ written notice of such causes within twenty (20) days of the occurrence thereof and within the period of delivery agreed upon. Such clauses may include, but are not restricted to, acts of God or of a public enemy, acts of Buyer, acts of a government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and freight embargoes; but in every case the failure to perform must be beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller. If the failure to perform is caused by the default of a subcontractor at any tierSeller’s subcontractor, and if the cause such default arises out of the default is causes beyond the control of both Seller and its subcontractor, and without the fault or negli- gence negligence of, and despite the exercise of eitherutmost diligence by, either of them, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services to be furnished by Seller’s subcontractor were obtain- able obtainable from other sources in sufficient time for Seller to permit seller to meet the required deliver delivery schedule. E. (e) If this Order is terminated for defaultas provided in this paragraph 9, Buyer Buyer, in addition to other rights afforded by this paragraph 9, may require Seller to transfer title to and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇, any Buyer: (1) any completed supplies, Deliverables; and (2) such partially completed supplies Deliverables and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights and the like (collectively referred to “Manufacturing Materials”) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of such part of this Order. Upon Order as has been terminated, and Seller shall, upon direction of Buyer, Seller shall also protect and preserve Property property in its possession of Seller in which Buyer has an interest. F. (f) Payment for Deliverables completed by Seller prior to such termination and delivered to and accepted by Buyer shall pay be at the Order price for completed supplies such Deliverables specified in the Order. Payment for Manufacturing Materials delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer, and for the protection and preservation of property, shall be in an amount agreed upon by the property. G. Parties pursuant to good faith negotiation. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer may withhold from amounts otherwise due Seller under this Order, all deposits, amounts, or balances held by paragraph such sum as Buyer for reasonably deems necessary to cover the account additional cost of Seller, any amounts owed by Buyer to Seller, completing the Order and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. (g) If, after a notice of termination under the provisions of subparagraph 9(a) has been issued, it is determined that the failure to perform this Order is due to causes beyond the control and without the fault or negligence of Seller or any of its suppliers or subcontractors, such notice of termination shall be deemed to have been issued pursuant to the “Termination for Convenience” provisions of paragraph 8, and the rights and obligations of the Parties shall, in such event, be governed by such provisions. (h) The rights and remedies of Buyer provided in this clause paragraph shall not be exclusive and are in addition to any other rights and remedies provided by Law at law, or in equity, or under this Order.

Termination for Default. A. Subject Except for delay due to paragraphs C causes beyond the control and D belowwithout the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer Buyer, without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or : (a) fails to perform the services within the time specified or in this Order or any extension; 2. Fails written extension granted by Buyer; (b) fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or to perform (c) fails 10 comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period thirty (30) days of 10 days after receipt receiving notice of the notice from default. Upon termination, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In addition, Buyer may rework or repair any Product in accordance comply with the Non-Conforming Goods clause herein, at SellerBuyer’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver delivery schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title delivery by fastest method and deliver to charges resulting from the premium transportation must be fully prepaid by Seller. Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or equity or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may forthwith terminate this Purchase Order in whole or in part, by written notice of part for default to if the Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or fails to perform any of the other provisions condition or requirement of this Order and does not cure that failure if capable of remedy, fails to remedy such breach within a period fifteen (15) days of 10 days after receipt written notice by ▇▇▇▇▇ or in the event of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent bankruptcy, suspension of business, insolvency, appointment of areceiver for Seller’s property of business, or makes a general assignment any assignment, reorganization or arrangement by Seller for the benefit of its creditors. Upon such termination, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to Buyer shall pay the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer price for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming completed Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed that have been accepted by ▇▇▇▇▇. Seller shall transfer title and deliver to Buyer any completed Goods, any (1) completed supplies, and (2) partially completed supplies Goods and materials, parts, tools, tools dies, jigs, fixturesfixture, plans, drawings, information, information and contract rights (collectively referred to as “manufacturing mate- rials” in this clauseManufacturing Materials”) that Seller has specifically produced or acquired for the terminated cancelled portion of this the Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer has may have an interest. F. . Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to use, without charge, any technical information and intellectual property rights of Seller or its subcontractors necessary for Buyer to continue the provisioning of the Goods. The Sellershall reimburse Buyer for any claims and excess procurement cost incurred by ▇▇▇▇▇ as a result of the Seller’s default, and the Buyer shall be entitled to set off againstany such claims and costs against amounts owed to the Seller. The Seller shall provide to Buyer, or appropriate and apply to the payment or performance of any obligation▇▇▇▇▇’s nominee, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Sellerwithout charge, any amounts owed by assistance as the Buyer may require to Seller, and any sum Buyer determines ensure thesuccessful transfer or provisioning of the Goods to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holdersanother provider. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject to paragraphs C and D below17.1 Buyer, Buyer without liability, may terminate this Order in whole or in part, by written notice of default to Seller the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or (a) fails to perform the services within the time specified in this Order or any extensionwritten extension granted by ▇▇▇▇▇; 2. Fails (b) fails to make progress so as to endanger which, in ▇▇▇▇▇’s reasonable judgment, endangers performance of this Order or in accordance with its terms; or (c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period ten (10) days of 10 days after receipt receiving notice of the notice from default. 17.2 Upon termination pursuant to Section 17.1, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In addition, Buyer may rework or repair any Product in accordance comply with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇’s delivery schedule, any (1) completed supplies, Buyer may require delivery by fastest method and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for charges resulting from the terminated portion of this Orderpremium transportation must be fully prepaid by Seller. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, (1) Buyer may terminate this Agreement or any Order in whole or in part, part by written notice of default to Seller if Sellerin any of thefollowing circumstances: 1. Fails a. If Seller refuses or fails to deliver the supplies make deliveries, including any installment thereof, or to perform the services within the time specified in this the Purchase Order or any extension;extension thereof granted by Buyer. 2. Fails b. If Seller fails to comply with other provisions of this Order, including, but not limited to, specified quality requirements, or fails to make progress so as to endanger performance of this the Order or to perform any of the other provisions of this Order in accordance with its terms, and does not cure that any such failure within a period of 10 thirty (30) days or such longer period as Buyer may authorize by written notice after receipt of the notice from Buyer specifying Seller’s failure to perform; orsuch failure. 3. Becomes insolvent c. If ▇▇▇▇▇▇ becomes insolvent, or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property property, or business; becomes subject to any law relating to bankruptcy, insolvency, or assignmentrelief of debtors, to the extent Buyer may lawfully exercise such right of termination. B. If Buyer terminates this Order in whole or in part(2) In addition to the foregoing termination rights, it may acquire, under the terms as well as all other rights and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable all remedies available to Buyer for under applicable law, upon the occurrence of any excess costs for those supplies or services. Howeverevent described in Article 26(1), Seller shall continue the work not terminated. In additionabove, Buyer may rework shall have the right to purchase or repair any Product in accordance with the Non-Conforming manufacture similar Goods clause herein, at Seller’s cost. C. If the failure without further payment to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may and/or require Seller to transfer title and deliver to Buyer, as Buyer in a manner directed by ▇▇▇▇▇Buyer any and all property produced or procured by Seller under an Order including, any (1) completed suppliesbut not limited to, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, Agreement rights, and contract rights (collectively referred other property and technical data, and Seller shall be liable to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired Buyer for the terminated portion of this Orderany excess cost to Buyer. Upon direction of Any termination by Buyer, Seller whether for default or otherwise, shall also protect and preserve Property in its possession in which be without prejudice to any claims for damages or other rights of Buyer has an interest. F. against Seller. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off againstaudit all elements of any termination claim and Seller shall make available to Buyer on request all books, or appropriate records, and apply papers relating thereto. Seller shall continue performance of an Order to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holdersextent not terminated. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, Buyer ▇▇▇▇▇ may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. ▇. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject Except for delay due to paragraphs C causes beyond the control and D belowwithout the fault or negligence of Seller and all of its suppliers (lasting not more than 60 days), Buyer Buyer, without liability, may terminate this Order in whole or in part, by written notice of default to default, terminate the Agreement or the whole or any part a Purchase Order: (a) if Seller if Seller: 1. Fails to deliver the supplies or fails to perform the services within the time specified in this such Purchase Order or in any extension; 2. Fails written extension granted by Buyer; (b) if Seller fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this such Purchase Order in accordance with its terms; (c) if Buyer receives notice of an allegation of Proprietary Rights infringement or believes that there may be an infringement of Proprietary Rights regarding the goods that are the subject matter of such Purchase Order; or (d) if Seller fails to perform comply with any of the other provisions terms of this Order and such Purchase Order. Such termination shall become effective if Seller does not cure that such failure within a period ten (10) days of 10 days after receipt receiving notice of the notice from default. Upon termination of one or more Purchase Orders, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of any other outstanding Purchase Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller's performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of a Purchase Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In addition, Buyer may rework or repair any Product in accordance comply with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver Buyer's delivery schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title delivery by fastest method and deliver to charges resulting from the premium transportation must be fully prepaid by Seller. Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law, equity or under this Orderthe Agreement.

Termination for Default. A. Subject to paragraphs C and D below15.1 Buyer, Buyer without liability, may terminate this Order in whole or in part, by written notice of default to Seller the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or (a) fails to perform the services within the time specified in this Order or any extensionwritten extension granted by ▇▇▇▇▇; 2. Fails (b) fails to make progress so as to endanger which, in ▇▇▇▇▇’s reasonable judgment, endangers performance of this Order or in accordance with its terms; or (c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period ten (10) days of 10 days after receipt receiving notice of the notice from default. 15.2 Upon termination pursuant to Section 15.1, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In addition, Buyer may rework or repair any Product in accordance comply with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇’s delivery schedule, any (1) completed supplies, Buyer may require delivery by fastest method and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for charges resulting from the terminated portion of this Orderpremium transportation must be fully prepaid by Seller. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ▇▇▇▇▇’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may terminate this Order in whole or in part, by written notice of default to If (i) Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails fails to make progress so as any delivery or perform Services in accordance with Delivery Dates or otherwise fails to endanger performance of this Order or to perform any of comply with the other provisions of this Order and does not cure that remedy such failure within a period of 10 days reasonable time after receipt of written notice thereof, (ii) Seller fails to make progress to such an extent that performance of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent Order is endangered, (iii) any proceeding is filed by or makes a general assignment against Seller in bankruptcy or insolvency, or for appointment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues (iv) Seller commits any other remedy under breach of this Agreement, Buyer may (in addition to any other law relating right or remedy provided by this Agreement or by law) terminate all or any part of this Agreement by written notice to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it Seller without any liability and may acquire, under the terms purchase substitute goods and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and elsewhere. Seller will shall be liable to Buyer for any excess costs for those supplies or servicescost occasioned Buyer thereby. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer ▇▇▇▇▇ also may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, Buyer any (1) completed supplies, and (2) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or specifically acquired for the terminated portion performance of such part of this OrderAgreement and any technology or information necessary for production of Deliverables. Upon direction If a court of Buyercompetent jurisdiction finds that any termination for cause was wrongful, Seller then such termination shall also protect be automatically converted to a termination for convenience and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed rights and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation obligations of the propertyparties will be as set forth in the section hereof titled “Termination for Convenience. G. Buyer shall, at its option, have ” The parties agree that the right to set off against, or appropriate and provisions of this Termination for Default section shall not apply to failures or delays in making deliveries of Deliverables when such failure or delay is due to any cause beyond the payment control and without the fault or performance negligence of Seller as provided in the force majeure provision set forth herein; provided, however, that Buyer may cancel without liability to Seller its purchase of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holderssuch items. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject Except for delay due to paragraphs C causes beyond the control and D belowwithout the fault or negligence of Seller and all of its suppliers (lasting not more than sixty (60) days), Buyer Buyer, without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or : (a) fails to perform the services within the time specified or in this Order or any extension; 2. Fails written extension granted by Buyer; (b) fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this Order in accordance with its terms; or (c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period ten (10) days of 10 days after receipt receiving notice of the notice from default. Upon termination, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In addition, Buyer may rework or repair any Product in accordance comply with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇’s delivery schedule, any (1) completed supplies, Buyer may require delivery by fastest method and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for charges resulting from the terminated portion of this Orderpremium transportation must be fully prepaid by Seller. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ▇▇▇▇▇’s rights and remedies of Buyer in this clause Section are in addition to any other rights and remedies provided by Law law or equity or under this Order.

Termination for Default. ‌ A. Subject to paragraphs C and D below, Buyer may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies Products or to perform the services Services within the time specified in this Order or any respective extension;; or 2. Fails to make progress so as to endanger performance of this Order or in any material way to perform any of the other provisions of Seller's obligations under this Order Order, or so fails to make progress as to endanger such performance and does not cure that such failure within a period ten (10) days of 10 days after receipt of the Buyer's notice from Buyer specifying Seller’s failure to performof such failure; or 3. Becomes In the event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies products or services similar to those terminated, and Seller will be liable to Buyer for any and all excess costs for associated with the re- procurement of those supplies products or servicesservices from another source. However, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any Product product back to conforming state in accordance with the Non-Conforming Goods Warranties clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed suppliesproducts, and (2) partially completed supplies and materialsproducts, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer has or may have an interest. F. D. Buyer shall pay the Order price for completed supplies products delivered or services performed and accepted. Seller and Buyer ▇▇▇▇▇ shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the any property. G. E. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. F. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law, equity, or under this Order.

Termination for Default. A. Subject Buyer may, without liability, and in addition to paragraphs C and D belowany other rights or remedies provided herein or by law, Buyer may terminate this Order in whole or in part, part by written notice of default to Seller if Seller: 1. Fails : • fails to deliver the supplies Supplies or to perform the services within the time specified in this Order or any extension; 2. Fails Order; • fails to make sufficient progress so as with the work, thereby endangering completion of performance within the time requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior to endanger performance of Buyer’s terminating this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3for default. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it Buyer may acquirerepurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, under and for any other damages caused Buyer by the terms Seller’s default. Buyer shall pay Seller the Order price for any completed Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the manner Buyer considers appropriatePurchase Order delivery schedule, supplies or services similar and/or (2) to those terminatedwaive other deficiencies in Seller’s performance, and Seller will in which case an equitable reduction in the Purchase Order price shall be liable to Buyer for any excess costs for those supplies or servicesnegotiated. HoweverIn the event of a partial termination, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by Law this Purchase Order or under this Orderby law or equity.

Termination for Default. A. Subject Except for delay due to paragraphs C causes beyond the control and D belowwithout the fault or negligence of Seller and all of its suppliers (lasting not more than 60 days), Buyer Buyer, without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or : a) fails to perform the services within the time specified in this Order or any extension; 2. Fails written extension granted by Buyer; b) fails to make progress so as to endanger which, in Buyer's reasonable judgment, endangers performance of this Order in accordance with its terms; or c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period ten (10) days of 10 days after receipt receiving notice of the notice from default. Upon termination, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against 's expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller's performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller's performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In addition, Buyer may rework or repair any Product in accordance comply with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver Buyer's delivery schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title delivery by fastest method and deliver to charges resulting from the premium transportation must be fully prepaid by Seller. Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The 's rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may terminate this Order in whole or in part, by written notice of default to If (i) Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails fails to make progress so as any delivery or perform Services in accordance with Delivery Dates or otherwise fails to endanger performance of this Order or to perform any of comply with the other provisions of this Order and does not cure that remedy such failure within a period of 10 days reasonable time after receipt of written notice thereof, (ii) Seller fails to make progress to such an extent that performance of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent Order is endangered, (iii) any proceeding is filed by or makes a general assignment against Seller in bankruptcy or insolvency, or for appointment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues (iv) Seller commits any other remedy under breach of this Agreement, Buyer may (in addition to any other law relating right or remedy provided by this Agreement or by law) terminate all or any part of this Agreement by written notice to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it Seller without any liability and may acquire, under the terms purchase substitute goods and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and elsewhere. Seller will shall be liable to Buyer for any excess costs for those supplies or servicescost occasioned Buyer thereby. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer also may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, Buyer any (1) completed supplies, and (2) such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or specifically acquired for the terminated portion performance of such part of this OrderAgreement and any technology or information necessary for production of Deliverables. Upon direction If a court of Buyercompetent jurisdiction finds that any termination for cause was wrongful, Seller then such termination shall also protect be automatically converted to a termination for convenience and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed rights and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation obligations of the propertyparties will be as set forth in the section hereof titled “Termination for Convenience. G. Buyer shall, at its option, have ” The parties agree that the right to set off against, or appropriate and provisions of this Termination for Default section shall not apply to failures or delays in making deliveries of Deliverables when such failure or delay is due to any cause beyond the payment control and without the fault or performance negligence of Seller as provided in the force majeure provision set forth herein; provided, however, that Buyer may cancel without liability to Seller its purchase of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holderssuch items. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject to paragraphs C and D below, Buyer ▇▇▇▇▇ may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies Products or to perform the services Services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies Products or services Services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies Products or servicesServices. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Nonor re-Conforming Goods clause hereinperform any Service, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies Products or services Services were obtain- able obtainable from other sources in sufficient time for Seller to meet the required deliver delivery schedule. E. D. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed suppliesProducts, and (2) partially completed supplies Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rialsmaterials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer has an interest. F. E. Buyer shall pay the Order price for completed supplies Products delivered or services Services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. G. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.

Termination for Default. A. Subject Buyer may, without liability, and in addition to paragraphs C and D belowany other rights or remedies provided herein or by law, Buyer may terminate this Purchase Order in whole or in part by written notice of default if Seller: (a) fails to deliver the supplies or perform the services within the time specified; (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or (c) fails to comply with any of the other instructions, terms, or conditions. Buyer’s rights to terminate for default may be exercised if Seller does not cure the failure within ten (10) days after receiving Buyer’s notice of such failure. If Buyer terminates this Purchase Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, repurchase similar supplies or services similar to those terminated, from others and Seller will shall be liable to Buyer for any excess additional costs for those supplies or the terminated supplies/services. HoweverIn the event of a partial termination, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess additional costs of re-procurement. D. If the if failure to perform is caused arises from causes beyond Seller’s or Seller’s subcontractor’s control and without fault or negligence of either of them; provided, however, that the supplies/services to be furnished by the default of a Seller’s subcontractor (at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall ) were not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able obtainable from other sources others in sufficient time for the Seller to meet the required deliver schedule. E. If this Purchase Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Orderdelivery requirements. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay Seller the Purchase Order price for any completed supplies supplies/services delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of may withhold from any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of payments due Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because any liability or expenses due to the termination for default. Seller shall provide Buyer any supporting information necessary to document the reasonableness of outstanding liens or claims of former lien holdersBuyer’s termination for default claim. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject Buyer may, without liability and in addition to paragraphs C any other rights or remedies provided herein or by law, terminate any Purchase Order in whole or in part by written notice of default if Seller: (a) fails to deliver the supplies or perform the services within the time specified; (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or (c) fails to comply with any other Purchase Order provision. Buyer's right to terminate for default may be exercised if Seller does not cure the failure in accordance with Clauses 10 and D below43 of this Agreement. B. In the event of such termination, Buyer shall have the right at its option to require the Seller to transfer title to and deliver as Buyer may terminate direct, any completed or partially completed supplies and any materials acquired for the performance of this Agreement. In such case, Buyer shall pay Seller the Purchase Order price associated with the accepted completed supplies so transferred and delivered; the price of partially completed supplies or manufacturing materials so transferred and delivered shall be that agreed to by both parties. Seller shall provide Buyer any supporting information necessary to document the reasonableness of Seller's termination for default claim. C. If Buyer terminates this Agreement in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will shall be liable to Buyer for any excess reasonable cover costs incurred by Buyer in re-procuring Product which was terminated. "Reasonable cover costs" shall include all direct costs incurred by Buyer to procure the Products from another supplier, including the cost of stencils and test fixtures, including all other non-recurring expenses. Seller shall also be responsible for those supplies any indirect costs incurred by Buyer in the event this Agreement is terminated in whole or servicesin part. HoweverSeller shall not be liable for any additional costs if failure to perform arises from causes beyond Seller's or Seller's subcontractors' control and with no fault or negligence of either of them; provided, however, that the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in time for Seller to meet Purchase Order deliveries or other performance requirements. Seller's liability under this Article shall be limited to five-hundred thousand dollars ($500,000). D. Buyer may withhold from any payments due Seller any sum necessary to protect Buyer against any liability or expenses due to the termination for default. E. In the event of a partial termination, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in provided by this clause shall not be exclusive and are in addition to any other rights and remedies provided by Law law or under this Order.Agreement. Buyer: ____ Seller:____

Termination for Default. A. Subject to paragraphs C and D below, Buyer may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies Products or to perform the services Services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 ten (10) days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies Products or services Services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies Products or servicesServices. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Nonor re-Conforming Goods clause hereinperform any Service, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies Products or services Services were obtain- able obtainable from other sources in sufficient time for Seller to meet the required deliver delivery schedule. E. D. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed suppliesProducts, and (2) partially completed supplies Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rialsmaterials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer has an interest. F. E. Buyer shall pay the Order price for completed supplies Products delivered or services Services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. F. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. G. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.

Termination for Default. A. Subject Buyer may, by written notice to paragraphs C and D belowSeller, Buyer may terminate cancel for default this Order contract, in whole or in part, by written notice of default to . (a) if the Seller if Seller: 1. Fails fails to deliver the supplies Articles or to perform the services strictly within the time specified in this Order herein, or any extension; 2if no time is specified, within a reasonable time. Fails (b) if the Articles delivered do not conform to make progress so as to endanger performance of this Order contractual requirements or if Seller fails to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt the contract, or so fails to make progress as to endanger performance of the notice from contract in accordance with its terms, or (c) if the Seller becomes insolvent or commits an act of bankruptcy. If this contract is canceled for default, Buyer specifying in addition to all other rights afforded by law for Seller’s failure breach of contract, shall have the right to perform; charge Seller the amount by which the costs of fabricating or procuring the Articles canceled from another source become payable to Seller under the contract or otherwise. In the event any bankruptcy, arrangement or insolvency proceedings are commenced by or against the Seller or 3. Becomes insolvent or makes a general assignment , in the event of the appointment of any assignee for the benefit of creditorscreditors or of a receiver of the Seller or its properties, or files or has filed against it a petition then the Buyer, at its option, shall be entitled to cancel any unfilled portion of bankruptcy or pursues this order without any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and liability whatsoever. Upon such cancellation Seller will deliver to Buyer any of the Articles, parts or materials, for which Buyer shall make written request at or after cancellation and Buyer will pay Seller the fair value of any such property so requested and delivered. Notwithstanding Buyer’s right to cancel the contract for delay in delivery, Seller shall not be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at damages therefore if Seller’s cost. C. If the failure delay is due to perform is caused by an excusable delaycauses beyond its control and without its fault or negligence, as described provided Seller exercises due diligence in the Excusable Delay clause herein, Seller shall not be liable for any excess costs promptly notifying Buyer of re-procurement. D. If the failure to perform conditions causing delay or if Seller’s delay is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, or supplier and without the fault or negli- gence negligence of eithereither of them, Seller shall not be liable for any excess costs for failure to perform, unless and the subcontracted supplies or services to be furnished by them were obtain- able not obtainable from other sources in sufficient time for to permit Seller to meet the required deliver delivery schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. ‌ A. Subject to paragraphs C and D below, Buyer may terminate this Order in whole or in part, by written notice of default to Seller if Seller: 1. i. Fails to deliver the supplies Products or to perform the services Services within the time specified in this Order or any respective extension;; or 2ii. Fails to make progress so as to endanger performance of this Order or in any material way to perform any of the other provisions of Seller's obligations under this Order Order, or so fails to make progress as to endanger such performance and does not cure that such failure within a period ten (10) days of 10 days after receipt of the Buyer's notice from Buyer specifying Seller’s failure to performof such failure; or 3iii. Becomes In the event that ▇▇▇▇▇▇ becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy (whether voluntary or involuntary) or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies products or services similar to those terminated, and Seller will be liable to Buyer for any and all excess costs for associated with the re- procurement of those supplies products or servicesservices from another source. However, Seller shall also continue the work not terminated. In addition, Buyer may rework or repair to bring any Product product back to conforming state in accordance with the Non-Conforming Goods Warranties clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed suppliesproducts, and (2) partially completed supplies and materialsproducts, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause3) materials that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer has or may have an interest. F. D. Buyer shall pay the Order price for completed supplies products delivered or services performed and accepted. Seller and Buyer ▇▇▇▇▇ shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the any property. G. E. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, the sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. F. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law, equity, or under this Order.

Termination for Default. A. Subject (a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order in whole or in part, by written notice of default to part if the Seller if Seller: 1. Fails to fails to: (i) timely perform or deliver the services or supplies or to perform the services within the time as specified in this Order or any extension; 2. Fails to extension thereof; (ii) make progress progress, so as to endanger performance of this Order or to Order; or, (iii) satisfactory perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentOrder. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇, any (1) partially completed services, supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) related goods and/or materials that Seller has specifically produced or acquired for the terminated portion performance of this Order, including the assignment to Buyer of Seller’s lower tire subcontracts or orders. Upon direction of Buyer, Seller shall also ▇▇▇▇▇▇ further agrees to protect and preserve Property property in its the possession of Seller in which Buyer ▇▇▇▇▇ has an interest. F. . Payment for completed services and supplies by Seller and accepted by Buyer shall pay be at the Order price price. Payment for completed supplies unfinished services and supplies, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate may withhold from Seller monies otherwise due Seller for completed services and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any supplies in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said services or supplies. H. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Order. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order. (d) If Seller is terminated for default pursuant to this clause, Seller is liable to the Buyer for any excess repurchase costs incurred in acquiring services or supplies similar to those terminated for default, and for any other damages, whether or not repurchase is affected.

Termination for Default. A. Subject to paragraphs C and D below, (a) Buyer may terminate this Order in whole or in partmay, by written notice of default to Seller if Seller, terminate the whole or any part of this Order in any one of the following circumstances: 1. Fails (i) Seller fails to deliver make delivery of the supplies goods or to perform the services within the time specified in this Order herein or any extension;extension thereof; or 2. Fails to make progress so as to endanger performance of this Order or (ii) Seller fails to perform any of the other provisions of this Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure that such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of the notice from the Buyer specifying Seller’s failure such failure; (iii) Seller becomes insolvent, unable to performpay its bills when due, or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or 3. Becomes insolvent or makes a general assignment for (iv) Seller fails to provide Buyer, in writing, within the benefit time specified by Buyer, adequate assurances of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentperformance. B. (b) If Buyer terminates this Order in whole is so terminated, Buyer may procure or in partotherwise obtain, it may acquire, under the upon such terms and in the such manner as Buyer considers may deem appropriate, supplies goods or services similar to those terminated. Seller, and Seller will subject to the exceptions set forth below, shall be liable to Buyer for any excess costs for those supplies of such similar goods or services. However. (c) Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by Buyer at or after termination, such complete or partially completed goods as Seller has produced or acquired for the performance of the terminated part of this Order and Buyer will only pay Seller the Order price of the goods and services accepted. (d) Seller shall continue performance of this Order to the work extent not terminated. In addition, Buyer may rework or repair shall have no obligations to Seller in respect to the terminated part of this Order except as herein provided. Buyer's rights as set forth herein shall be in addition to any Product other rights in accordance with the Non-Conforming Goods clause herein, at case of Seller’s cost's default. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, (e) Seller shall not be liable for any excess costs of re-procurement. D. If the failure damages resulting from default due to perform causes beyond Seller's control and without Seller's fault or negligence, provided, however, that if Seller's default is caused by the default of a subcontractor or supplier at any tier, and if the cause such default must arise out of the default is causes beyond the control of both Seller and subcontractorsubcontractor or supplier, and without the fault or negli- gence negligence of eithereither of them and, Seller shall not be liable for any excess costs for failure to performprovided further, unless the subcontracted supplies or services to be furnished by the subcontractor or supplier were obtain- able not obtainable from other sources in sufficient time for Seller to meet the required deliver schedulesources. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice of default to or, at Buyer’s sole discretion, if the Seller if Seller: 1. Fails to fails to: (i) deliver the supplies goods or to perform the services within the time specified in this Order Contract or any extension; 2. Fails to ; (ii) make progress progress, so as to endanger performance of this Order or to Contract; or, (iii) perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentContract. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of this OrderContract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also ▇▇▇▇▇▇ further agrees to protect and preserve Property property in its the possession of Seller in which Buyer ▇▇▇▇▇ has an interest. F. . Payment for completed Goods delivered to and accepted by Buyer shall pay be at the Order price Contract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and to an accepted by Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller moneys otherwise due Seller for the account of Seller, any completed Goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims against said goods and Materials. Seller shall promptly notify Buyer is Seller is the subject of former lien holders. H. any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Contract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderContract.

Termination for Default. A. Subject Buyer may, without liability, and in addition to paragraphs C and D belowany other rights or remedies provided herein or by law, Buyer may terminate this Order order in whole or in part by written notice of default if Seller: (a) fails to deliver the supplies or perform the services within the time specified; (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or (c) fails to comply with any of the other instructions, terms, or conditions. Buyer's right to terminate for default may be exercised if Seller does not cure the failure within ten (10) days after receiving Buyer's notice of such failure. If Buyer terminates this order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, purchase similar supplies or services similar to those terminated, from others and Seller will shall be liable to Buyer for any excess additional costs above the original price for those supplies or the terminated supplies/services. HoweverIn the event of a partial termination, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess additional costs of re-procurement. D. If the if failure to perform is caused arises from causes beyond Seller's or Seller's subcontractor's control and without fault or negligence of either of them; provided, however, that the supplies/services to be furnished by the default of a Seller's subcontractor (at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall ) were not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able obtainable from other sources others in sufficient time for the Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Orderorder delivery requirements. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay Seller the Order order price for any completed supplies supplies/services delivered or services performed and accepted. Buyer and Seller and Buyer shall agree on the amount of payment for manufacturing materials (parts, tools, dies, jigs, planes, drawings, etc.) delivered and accepted and for the protection and preservation of the property. G. by Buyer. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of may withhold from any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of payments due Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because any liability or expenses due to the termination for default. Seller shall provide Buyer any supporting information necessary to document the reasonableness of outstanding liens or claims of former lien holdersSeller's termination for default claim. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject Buyer may, without liability, and in addition to paragraphs C and D belowany other rights or remedies provided herein or by law, Buyer may terminate this Order in whole or in part, part by written notice of default to Seller if Seller: 1. Fails : ‡ fails to deliver the supplies Supplies or to perform the services within the time specified in this Order or any extension; 2. Fails Order; ‡ fails to make sufficient progress so as with the work, thereby endangering completion of performance within the time specified; or ‡ fails to endanger performance of this Order comply or fails to perform any of in accordance with the other provisions of this Order Order, including any applicable requirement of law. In these cases, Buyer may, at its option and does not cure that failure within only in writing, provide a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3within which Seller may cure its default prior WR %X\HU·V terminating this Order for default. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it Buyer may acquirerepurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, under and for any other damages caused Buyer by the terms Seller·V GHIDXOW ay Se%lleXr \theHOUrd erVpKricDe fOorOan y Scompleted Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Buyer against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole GLVFUHWLRQ PD\ HOHFW WR H[WHQG WKH 3XUFKDVH 2UpGerHforUm anGceH, OLYHU\ V in which case an equitable reduction in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will Purchase Order price shall be liable to Buyer for any excess costs for those supplies or servicesnegotiated. HoweverIn the event of a partial termination, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by Law this Purchase Order or under this Orderby law or equity.

Termination for Default. A. Subject (a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice of default or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller if Sellerfails to: 1. Fails to (i) deliver the supplies goods or to perform the services within the time specified in this Order Contract or any extension; 2. Fails to ; (ii) make progress progress, so as to endanger performance of this Order or to Contract; or, (iii) perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentContract. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇Buyer, any (1) completed supplies, and (2) partially completed supplies goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of this OrderContract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also further agrees to protect and preserve Property property in its the possession of Seller in which Buyer has an interest. F. . Payment for completed goods delivered to and accepted by Buyer shall pay be at the Order price Contract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller moneys otherwise due Seller for the account of Seller, any completed goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said goods and Materials. H. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Contract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderContract.

Termination for Default. A. Subject If, in the Buyer’s opinion, the Seller appears to paragraphs C be insolvent or in such an unsound financial condition as to endanger performance, or if Seller breaches this Purchase Order and D belowif such breach is incapable of being cured, Buyer may terminate this Order in whole or in partmay, by written notice to Seller, immediately terminate this Purchase Order for default. If Seller breaches this Purchase Order, and if such breach is capable of default being cured, and if Seller fails to cure such a breach within ten (10) calendar days after receiving written notice of the breach from Buyer, Buyer may by written notice to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in immediately terminate this Purchase Order or any extension; part thereof for Seller’s default. Upon any such termination, the Seller shall continue the work not terminated, and Buyer may require that Seller deliver to Buyer any goods and/or materials associated with this Purchase Order (e.g., drawings, records, equipment, etc.) in any stage of production in the possession of Seller or anyone under its control to the Buyer within two (2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 ) business days after receipt of the notice from Buyer’s written request. The Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, acquire supplies or services similar to those terminated, and the Seller will be liable to the Buyer for any excess costs for those supplies or services. However, The Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which the Buyer or Customer has an interest. F. . The Buyer shall pay the Order price Seller for completed supplies delivered or services performed and accepted. The Buyer and Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. . Failure to agree will be a dispute. The Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any may withhold from these amounts owed by Buyer to Seller, and any sum the Buyer determines to be necessary to protect the Buyer against loss because of outstanding liens loss. If, after termination, it is judicially determined that the Seller was not in default, or claims of former lien holders. H. The that the default was excusable, the rights and remedies obligations of the parties shall be the same as if the termination had been issued for the convenience of the Buyer. STOP WORK ORDER Buyer may at any time, by written order, require Seller to stop all or any part of the work called for by this Purchase Order for a period of up to ninety (90) days and for any further period to which the Parties may agree. Upon receipt of such an order, Seller shall comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. After the stop work order is cancelled, Seller shall resume work. An adjustment in this clause are the delivery schedule and/or price shall be made if the stop work order reasonably and directly results in addition an increase in the time and/or cost required for performance, provided, however, that if such work stoppage arises from a stop work direction given by ▇▇▇▇▇’s client, then Seller will only be entitled to any other rights and remedies provided by Law or under this Orderan adjustment in the delivery schedule and/or price to the extent that Buyer is able to obtain an equitable adjustment in time and/or price from Buyer’s client as a result of such work stoppage.

Termination for Default. A. Subject to paragraphs C and D below, By The Buyer may terminate this Order Contract, in whole or in part, by providing written notice of default to Seller if the Seller, in any of the following circumstances: 1. Fails (i) The Seller fails to deliver the supplies Goods or to perform the services Services within the time specified in this Order Contract, or any extension;agreed-upon extension thereof; or 2. Fails (ii) The Seller fails to make progress so as to endanger performance of this Order or to perform comply with any of the other provisions of this Order Contract or fails to make sufficient progress that endangers the timely completion of this Contract, and in either case, the Seller does not cure that such failure within a period ten (10) days of 10 days after receipt of the receiving written notice from the Buyer specifying Seller’s such failure (or any longer period that the Buyer may authorize in writing); (iii) The Seller becomes insolvent, unable to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditorspay its debts as they become due, or files or has filed against it a petition of becomes subject to proceedings under any law related to bankruptcy or pursues any other remedy under any other law relating to the relief for of debtors, or admits in writing its inability to pay its debts; (iv) The Buyer has reasonable grounds to be insecure about the event Seller's due performance and has demanded in writing adequate assurance, but the Seller has failed to provide such assurance within a trustee reasonable time not exceeding ten (10) days. Upon termination of this Contract, the Buyer may, at its discretion, procure substitute Goods or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminatedServices elsewhere, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, the Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused incurred by the default Buyer. The Buyer may also recover any damages resulting from the Seller's default, including but not limited to any loss of a subcontractor at any tierprofits or consequential damages. In the event of termination of this Contract, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to the Buyer, as directed in the manner and to the extent requested in writing by ▇▇▇▇▇the Buyer, any (1) completed supplies, and (2) all complete or partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) Goods or Services that the Seller has specifically produced or acquired for the performance of the terminated portion of the Contract. The Seller shall take all necessary steps to protect and preserve such Goods and Services until they are delivered to the Buyer. The Buyer will only pay the Seller for the price of the Goods and Services that have been accepted by the Buyer. The Seller shall submit a final invoice, which shall include all allowable costs incurred up to the date of termination, for the Goods and Services delivered and accepted by the Buyer. Additionally, the Seller shall deliver to the Buyer any of its intellectual property, including technical data and commercial computer software, that is necessary for the Buyer to perform its obligations under any prime or higher-tier contracts or to complete its own and the Seller's obligations in connection with this OrderContract. Upon direction of BuyerThe Seller shall provide the Buyer with all necessary licenses, authorizations, and information to use such intellectual property. The Seller shall also protect provide the Buyer with all necessary documentation and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay information related to the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation terminated portion of the property. G. Contract, including but not limited to production schedules, designs, and specifications, to enable the Buyer shallto complete the terminated work. In the event of termination of this Contract, at its option, have the right Seller shall continue to set off againstperform the Contract to the extent that it has not been terminated. The termination of a part of the Contract shall not affect the Seller's obligations to perform the remaining part of the Contract. In no event shall Buyer be liable for lost or anticipated profits, or appropriate and apply to the payment unabsorbed indirect costs or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amountsoverhead, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to in excess of the total Funding Value. Seller’s termination claim shall be necessary to protect Buyer against loss because submitted within sixty (60) days of outstanding liens or claims the effective date of former lien holdersthe termination. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject By written notice of default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice part hereunder in any one of default to Seller if Sellerthe following circumstances: 1. Fails (i) Seller fails to deliver make delivery of the supplies Goods or to perform the services Services within the time specified in this Order herein or any extension;extension thereof; or 2. Fails to make progress so as to endanger performance of this Order or (ii) Seller fails to perform any of the other provisions of this Order Contract or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure that such failure within a period of 10 ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of the notice from the Buyer specifying Seller’s failure such failure; (iii) Seller becomes insolvent, unable to performpay its bills when due, or becomes the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or 3(iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. Becomes insolvent If the Contract is so terminated, Buyer may procure or makes a general assignment for the benefit of creditorsotherwise obtain, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the upon such terms and in the such manner as Buyer considers may deem appropriate, supplies Goods or services Services similar to those terminated. Seller, and Seller will subject to the exceptions set forth below, shall be liable to Buyer for any excess costs for those supplies of such similar Goods or servicesServices. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed in the manner and to the extent requested in writing by ▇▇▇▇▇▇ at or after termination, any (1) completed supplies, and (2) such complete or partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to Goods or Services as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the performance of the terminated portion part of this Orderthe Contract and Buyer will only pay Seller the price of the Goods and Services accepted. Upon direction of Buyer, Seller shall also protect deliver to Buyer any of Seller’s intellectual property, including all technical data and preserve Property commercial computer software, solely to the extent that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in its possession in which Buyer has an interest. F. connection with this Contract. Seller shall continue performance of the Contract to the extent not terminated. Buyer shall pay have no obligations to Seller with respect to the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation terminated part of the property. G. Buyer shall, at its option, have the right to Contract except as herein provided. Buyer’s rights as set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to forth herein shall be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law in case of Seller’s default. In no event shall Buyer be liable for lost or under this Orderanticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days of the effective date of the termination.

Termination for Default. A. Subject to paragraphs C and D below, Buyer may terminate this Order Order, in whole or in part, by without liability, upon providing written notice of default termination to Seller Seller. Such notice may be given (a) if Seller: 1. Fails Supplier fails to deliver the supplies or to perform the services within make deliveries at the time specified or in this Order or the quantities specified, (b) in the event of any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any material breach hereof by Supplier not cured within ten (10) of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt date of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent of termination, (c) in the event of the institution of any proceedings in bankruptcy or makes insolvency by or against Supplier, or any parent, subsidiary or affiliate of Supplier, or (d) in the event of the appointment of a general receiver or trustee for Supplier or any parent, subsidiary or affiliate of Supplier or any assignment for the benefit of creditorscreditors by Supplier or any parent, subsidiary or files or has filed against it affiliate of Supplier. In the event of a petition of bankruptcy or pursues Termination for Default, Buyer may, in addition to any other remedy under any other law relating to the relief for debtors, or rights provided in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in partby law, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, Buyer the following: (y) any (1) completed supplies, Supplies; and (2z) such partially completed supplies Supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as herein “manufacturing mate- rials” in this clausematerials”) that as Seller has specifically produced or acquired for the terminated portion performance of this Order. Upon Seller shall also, upon direction of Buyer, Seller shall also protect and preserve Property property in its the possession of Seller in which Buyer has an interest. F. Buyer shall pay the Order price . Payment for completed supplies delivered or services performed and accepted. Seller and Buyer Supplies shall agree be at the price set forth on the amount of payment Order. Payment for manufacturing materials delivered to and accepted by Buyer and for the cost of protection and preservation of property shall be in an amount not to exceed Seller’s cost thereof. Additionally, in the property. G. event of a Termination for Default, Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum may withhold such sums otherwise due Seller as Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. from loss. The rights and remedies of Buyer provided in this clause Section 11 shall not be exclusive and are in addition to any other rights and remedies provided by Law law or this Order. No such termination shall relieve Seller of any obligations or liabilities under this Order.

Termination for Default. A. Subject (A) Buyer may, subject to paragraphs C the terms and D belowconditions of this clause, Buyer may by written notice of default to Seller, terminate this Order in whole or in part, by written notice of default part if Seller fails to Seller if Seller:— (1. Fails to deliver ) Deliver the supplies goods or to perform the services within the time specified in this Order or any extension; (2. Fails to make ) Perform any of the other provisions or meet any of the requirements of this Order; (3) Make progress so as to endanger performance of this Order or (see following paragraph); Buyer's rights to perform any of the other provisions of terminate this Order under subdivisions A(2) and A(3) above may be exercised if Seller does not cure that such failure within a period of 10 days (or more if authorized in writing by Buyer) after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3the failure. Becomes insolvent No such cure notice or makes period is required for a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy termination under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentsubdivision A(1) above. B. (B) If Buyer terminates this Order in whole or in partpart for default, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies goods or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies goods or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. (C) If this Order is terminated in whole or in part for default, Buyer may require Seller to transfer the title and deliver to Buyer, as directed by ▇▇▇▇▇Buyer, any (1) completed suppliesgoods, and (2) partially completed supplies goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “"manufacturing mate- rials” materials" in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which Buyer has an interest. F. (D) Buyer shall pay the Order price for completed supplies goods delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have . Failure to agree will be a dispute under the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer “Disputes under this Order, all deposits, amounts, or balances held by ” clause. Buyer for the account of Seller, any may withhold from these amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. (E) The rights and remedies of Buyer set forth in this clause are in addition to any other rights and remedies provided by Law law, including the U.C.C. as adopted by the State of Indiana, or in equity, or under this Order.

Termination for Default. A. Subject By written notice of default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice part hereunder in any one of default to Seller if Sellerthe following circumstances: 1. Fails (i) Seller fails to deliver make delivery of the supplies Goods or to perform the services Services within the time specified in this Order herein or any extension;extension thereof; or 2. Fails to make progress so as to endanger performance of this Order or (ii) Seller fails to perform any of the other provisions of this Order Contract or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure that such failure within a period of 10 ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of the notice from the Buyer specifying Seller’s failure such failure; (iii) Seller becomes insolvent, unable to performpay its bills when due, or becomes the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or 3(iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. Becomes insolvent If the Contract is so terminated, Buyer may procure or makes a general assignment for the benefit of creditorsotherwise obtain, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the upon such terms and in the such manner as Buyer considers may deem appropriate, supplies Goods or services Services similar to those terminated. Seller, and Seller will subject to the exceptions set forth below, shall be liable to Buyer for any excess costs for those supplies of such similar Goods or servicesServices. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed in the manner and to the extent requested in writing by ▇▇▇▇▇▇ at or after termination, any (1) completed supplies, and (2) such complete or partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to Goods or Services as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the performance of the terminated portion part of this Orderthe Contract and Buyer will only pay Seller the price of the Goods and Services accepted. Upon direction of Buyer, Seller shall also protect deliver to Buyer any of Seller’s intellectual property, including all technical data and preserve Property commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in its possession in which Buyer has an interest. F. connection with this Contract. Seller shall continue performance of the Contract to the extent not terminated. Buyer shall pay have no obligations to Seller with respect to the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation terminated part of the property. G. Buyer shall, at its option, have the right to Contract except as herein provided. Buyer’s rights as set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to forth herein shall be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law in case of Seller's default. In no event shall Buyer be liable for lost or under this Orderanticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days of the effective date of the termination.

Termination for Default. A. Subject to paragraphs C and D below, a.) Buyer may terminate this Order in whole or in partmay, by written notice of default to Seller, terminate this Agreement in whole or in part, or, at ▇▇▇▇▇’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if Seller: 1. Fails to the Seller fails to: (i) deliver the supplies Goods or to perform the services Services within the time specified in this Order Agreement or any extension; 2. Fails to ; (ii) make progress progress, so as to endanger performance of this Order or to Agreement; or, (iii) perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentAgreement. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, b.) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired acquires for the terminated portion performance of this OrderAgreement. Upon direction of Buyer, Seller shall also ▇▇▇▇▇▇ further agrees to protect and preserve Property property in its the possession of Seller in which Buyer ▇▇▇▇▇ has an interest. F. . Payment for completed Goods delivered to and accepted by Buyer shall pay be at the Order price Agreement price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller moneys otherwise due Seller for the account of Seller, any completed Goods and/or materials and/or Services in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said Goods and materials. H. c.) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Agreement. The rights and remedies of Buyer in this clause are in addition additions to any other rights and remedies provided by Law law or under this Ordercontract.

Termination for Default. A. Subject a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice of default or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller if Sellerfails to: 1. Fails to i. deliver the supplies goods or to perform the services within the time specified in this Order Contract or any extension; 2ii. Fails to make progress progress, so as to endanger performance of this Order or to Contract; or, iii. perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentContract. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, services, information, and contract rights (collectively referred to “Materials”) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired acquires for the terminated portion performance of this OrderContract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also ▇▇▇▇▇▇ further agrees to protect and preserve Property property in its the possession of Seller in which Buyer ▇▇▇▇▇ has an interest. F. . Payment for completed goods delivered to and accepted by Buyer shall pay be at the Order price Contract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller moneys otherwise due Seller for the account of Seller, any completed goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said goods and Materials. H. c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Contract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderContract.

Termination for Default. A. Subject to paragraphs C and D below, (1) Buyer may terminate this Order in whole or in part, part by written notice of default to Seller if Sellerin any of the following circumstances: 1. Fails a. If Seller refuses or fails to deliver the supplies make deliveries, including any installment thereof, or to perform the services within the time specified in this the Purchase Order or any extension;extension thereof granted by Buyer. 2. Fails b. If Seller fails to comply with other provisions of this Order, including, but not limited to, specified quality requirements, or fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order in accordance with its terms, and does not cure that any such failure within a period of 10 thirty (30) days or such longer period as Buyer may authorize by written notice after receipt of the notice from Buyer specifying Seller’s failure to perform; orsuch failure. 3. Becomes insolvent c. If Seller becomes insolvent, or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property property, or business; becomes subject to any law relating to bankruptcy, insolvency, or assignmentrelief of debtors, to the extent Buyer may lawfully exercise such right of termination. B. If Buyer terminates this Order in whole or in part(2) In addition to the foregoing termination rights, it may acquire, under the terms as well as all other rights and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable all remedies available to Buyer for under applicable law, upon the occurrence of any excess costs for those supplies or services. Howeverevent described in Section 8(1), Seller shall continue the work not terminated. In additionabove, Buyer may rework shall have the right to purchase or repair any Product in accordance with the Non-Conforming manufacture similar Goods clause herein, at Seller’s cost. C. If the failure without further payment to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may and/or require Seller to transfer title and deliver to Buyer, as Buyer in a manner directed by ▇▇▇▇▇Buyer any and all property produced or procured by Seller under this Order including, any (1) completed suppliesbut not limited to, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, Agreement rights, and contract rights (collectively referred other property and technical data, and Seller shall be liable to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired Buyer for the terminated portion of this Orderany excess cost to Buyer. Upon direction of Any termination by Buyer, Seller whether for default or otherwise, shall also protect and preserve Property in its possession in which be without prejudice to any claims for damages or other rights of Buyer has an interest. F. against Seller. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off againstaudit all elements of any termination claim and Seller shall make available to Buyer on request all books, or appropriate records, and apply papers relating thereto. Seller shall continue performance of this Order to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holdersextent not terminated. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject (a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Subcontract in whole or in part, by written notice of default to part if the Seller if Seller: 1. Fails to fails to: (i) deliver the supplies Goods or to perform the services Services within the time specified in this Order Subcontract or any extension; 2. Fails to ; (ii) make progress progress, so as to endanger performance of this Order or to Subcontract; or, (iii) perform any of the other material provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditorsSubcontract, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtorsprovided, or however, in the event of either (ii) or (iii) Buyer has provided Seller with prior written notice of the failure and a trustee or receiver is appointed for Seller’s property or business; or assignmentreasonable opportunity to cure. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇Buyer, any (1) completed supplies, and (2) partially completed supplies Goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationServices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of this OrderSubcontract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also further agrees to protect and preserve Property property in its the possession of Seller in which Buyer has an interest. F. . Payment for completed Goods delivered to and accepted by Buyer shall pay be at the Order price Subcontract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller monies otherwise due Seller for the account of Seller, any completed Goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said Goods and Materials. H. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Subcontract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.Subcontract. GENERAL TERMS AND CONDITIONS For Supply & Services Subcontracts

Termination for Default. A. Subject By written notice of default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice part hereunder in any one of default to Seller if Sellerthe following circumstances: 1. Fails (i) Seller fails to deliver make delivery of the supplies Goods or to perform the services Services within the time specified in this Order herein or any extension;extension thereof; or 2. Fails to make progress so as to endanger performance of this Order or (ii) Seller fails to perform any of the other provisions of this Order Contract or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure that such failure within a period of 10 ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of the notice from the Buyer specifying Seller’s failure such failure; (iii) Seller becomes insolvent, unable to performpay its bills when due, or becomes the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or 3(iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. Becomes insolvent If the Contract is so terminated, Buyer may procure or makes a general assignment for the benefit of creditorsotherwise obtain, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the upon such terms and in the such manner as Buyer considers may deem appropriate, supplies Goods or services Services similar to those terminated. Seller, and Seller will subject REV A (9/2022) to the exceptions set forth below, shall be liable to Buyer for any excess costs for those supplies of such similar Goods or servicesServices. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed in the manner and to the extent requested in writing by ▇▇▇▇▇▇ at or after termination, any (1) completed supplies, and (2) such complete or partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to Goods or Services as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the performance of the terminated portion part of this Orderthe Contract, and Buyer will only pay Seller the price of the Goods and Services accepted. Upon direction of Buyer, Seller shall also protect deliver to Buyer any of Seller's intellectual property, including all technical data and preserve Property commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in its possession in which Buyer has an interest. F. connection with this Contract. Seller shall continue performance of the Contract to the extent not terminated. Buyer shall pay have no obligations to Seller with respect to the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation terminated part of the property. G. Buyer shall, at its option, have the right to Contract except as herein provided. Buyer’s rights as set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to forth herein shall be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law in case of Seller’s default. In no event shall Buyer be liable for lost or under this Orderanticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller’s termination claim shall be submitted within sixty (60) days of the effective date of the termination.

Termination for Default. A. Subject (a) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Subcontract in whole or in part, by written notice of default to part if the Seller if Seller: 1. Fails to fails to: (i) deliver the supplies Goods or to perform the services Services within the time specified in this Order Subcontract or any extension; 2. Fails to ; (ii) make progress progress, so as to endanger performance of this Order or to Subcontract; or, (iii) perform any of the other material provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditorsSubcontract, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtorsprovided, or however, in the event of either (ii) or (iii) Buyer has provided Seller with prior written notice of the failure and a trustee or receiver is appointed for Seller’s property or business; or assignmentreasonable opportunity to cure. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, (b) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇Buyer, any (1) completed supplies, and (2) partially completed supplies Goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationServices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion performance of this OrderSubcontract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also further agrees to protect and preserve Property property in its the possession of Seller in which Buyer has an interest. F. . Payment for completed Goods delivered to and accepted by Buyer shall pay be at the Order price Subcontract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller monies otherwise due Seller for the account of Seller, any completed Goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said Goods and Materials. H. (c) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall GENERAL TERMS AND CONDITIONS For Supply & Services Subcontracts constitute a default under this Subcontract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderSubcontract.

Termination for Default. A. Subject Buyer may, without liability, and in addition to paragraphs C and D belowany other rights or remedies provided herein or by law, Buyer may terminate this Order order in whole or in part by written notice of default if Seller: (a) fails to deliver the supplies or perform the service within the time specified; (b) fails to make sufficient progress with the work thereby endangering completion of performance within the time specified; or (c) fails to comply with any of the other instructions, terms, or conditions. Buyer’s rights to terminate for default may be exercised if Seller does not cure the failure within ten (10) days after receiving Buyer’s notice of such failure. If Buyer terminates this order in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, repurchase similar supplies or services similar to those terminated, from others and Seller will shall be liable to Buyer for any excess additional costs for those supplies or the terminated supplies/services. HoweverIn the event of a partial termination, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess additional costs of re-procurement. D. If the if failure to perform is caused arises from causes beyond Seller’s or Seller’s subcontractor’s control and without fault or negligence of either of them; provided, however, that the supplies/services to be furnished by the default of a Seller’s subcontractor (at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall ) were not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able obtainable from other sources others in sufficient time for the Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Orderorder delivery requirements. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay Seller the Order order price for any completed supplies supplies/services delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of may withhold from any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of payments due Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because any liability or expenses due to the termination for default. Seller shall provide Buyer any supporting information necessary to document the reasonableness of outstanding liens or claims of former lien holdersSeller’s termination for default claim. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

Termination for Default. A. Subject Mykotronx may, without liability and in addition to paragraphs C any other rights or remedies provided herein or by law, terminate any Purchase Order in whole or in part by written notice of default if Seller: (a) fails to deliver the supplies or perform the services within the time specified; (b) fails to make sufficient progress with the work, thereby endangering completion of performance within the time specified; or (c) fails to comply with any other Purchase Order provision. Mykotronx's right to terminate for default may be exercised if Seller does not cure the failure in accordance with Clauses 10 and D below43 of this Agreement B. In the event of such termination, Mykotronx shall have the right at its option to require the Seller to transfer title to and deliver as Buyer may terminate direct, any completed or partially completed supplies and any materials acquired for the performance of this Order Agreement in accordance with Section 25. C or as agreed to by the Parties. Seller shall provide Mykotronx any supporting information necessary to document the reasonableness of Sellers termination for default claim. C. If Mykotronx terminates this Agreement in whole or in part, by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it Mykotronx may acquire, under the terms and in the manner Buyer considers appropriate, purchase similar supplies or services similar to those terminated, from others and Seller will shall be liable to Buyer for any excess additional costs above the original price for those supplies or the terminated supplies/services. HoweverSeller shall not be liable for any additional costs if failure to perform arises from causes beyond Seller's or Seller's subcontractors control and without fault or negligence of either of them; provided, however, that the supplies/services to be furnished by Seller's subcontractor (at any tier) were not obtainable from others in time for Seller to meet Purchase Order delivery or other performance requirements. D. Mykotronx may withhold from any payments due Seller any sum necessary to protect Mykotronx against any liability or expenses due to the termination for default. E. In the event of a partial termination, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in Mykotronx provided by this clause shall not be exclusive and are in In addition to any other rights and remedies provided by Law law or under this OrderAgreement. G. Mykotronx shall not issue a Termination for Default for a Force Majeure event.

Termination for Default. A. Subject By written notice of default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice part hereunder in any one of default to Seller if Sellerthe following circumstances: 1. Fails (i) Seller fails to deliver make delivery of the supplies Goods or to perform the services Services within the time specified in this Order herein or any extension;extension thereof; or 2. Fails to make progress so as to endanger performance of this Order or (ii) Seller fails to perform any of the other provisions of this Order Contract or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of the circumstances specified in this subpart (a)(ii) does not cure that such failure within a period of 10 ten (10) days (or such longer period as Buyer may authorize in writing) after receipt of the notice from the Buyer specifying Seller’s failure such failure; (iii) Seller becomes insolvent, unable to performpay its bills when due, or becomes the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or 3(iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. Becomes insolvent If the Contract is so terminated, Buyer may procure or makes a general assignment for the benefit of creditorsotherwise obtain, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the upon such terms and in the such manner as Buyer considers may deem appropriate, supplies Goods or services Services similar to those terminated. Seller, and Seller will subject to the exceptions set forth below, shall be liable to Buyer for any excess costs for those supplies of such similar Goods or servicesServices. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed in the manner and to the extent requested in writing by ▇▇▇▇▇▇ at or after termination, any (1) completed supplies, and (2) such complete or partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to Goods or Services as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the performance of the terminated portion part of this Orderthe Contract and Buyer will only pay Seller the price of the Goods and Services accepted. Upon direction of Buyer, Seller shall also protect deliver to Buyer any of Seller’s intellectual property, including all technical data and preserve Property commercial computer software that is necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in its possession in which Buyer has an interest. F. connection with this Contract. Seller shall continue performance of the Contract to the extent not terminated. Buyer shall pay have no obligations to Seller with respect to the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation terminated part of the property. G. Buyer shall, at its option, have the right to Contract except as herein provided. ▇▇▇▇▇'s rights as set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to forth herein shall be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law in case of Seller's default. In no event shall Buyer be liable for lost or under this Orderanticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the total Contract price. Seller's termination claim shall be submitted within sixty (60) days of the effective date of the termination.

Termination for Default. A. Subject LSC Industries may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Purchase Order in whole or in part, by written notice of default or, at LSC Industries’ sole discretion, require the Seller to post such financial assurance as LSC Industries deems reasonably necessary, if: (i) Seller if Seller: 1. Fails fails to deliver the supplies or to perform the services Goods within the time specified in this Order Contract or any extension; 2. Fails , (ii) Seller fails to make progress progress, so as to endanger performance of this Order or Contract, (iii) Seller fails to perform any of the other provisions of this Order Contract, or (iv) Seller become insolvent, ceases doing business, or becomes the subject of any proceedings under any bankruptcy, insolvency, or reorganization statute or law. If Seller terminates for default, the rights, duties and does not cure that failure within a period of 10 days after receipt obligations of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will parties shall be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product determined in accordance with the Nonterms of the FAR Termination for Default clause, FAR 52.249-Conforming Goods clause herein8, at Seller’s cost. C. If with the failure to perform is caused by an excusable delay, as described in term “LSC Industries” substituted for the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tierterms “Government” and “Contracting Officer”, and if the cause of term “Seller” substituted for the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources term “Contractor” in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer that clause. LSC Industries may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, LSC Industries any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically all property produced or acquired procured by Seller for performance of the work terminated portion of this Order. Upon direction of Buyer, and Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay be credited with the Order price for completed supplies delivered reasonable value thereof not to exceed Seller’s cost or services performed and acceptedthe Purchase Order’s price, whichever is less. Seller and Buyer shall agree on the amount will be liable for damages caused by or resulting from its default including but not limited to excess costs of payment for manufacturing materials delivered and accepted and for the protection and preservation reprocurement. Termination of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer Contract for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to default shall be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition without prejudice to any other rights and or remedies of LSC Industries provided by Law law or under this the Purchase Order.

Termination for Default. A. Subject If, in the Buyer’s opinion, the Seller appears to paragraphs C be insolvent or in such an unsound financial condition as to endanger performance, or if Seller breaches this Purchase Order and D belowif such breach is incapable of being cured, Buyer may terminate this Order in whole or in partmay, by written notice to Seller, immediately terminate this Purchase Order for default. If Seller breaches this Purchase Order, and if such breach is capable of default being cured, and if Seller fails to cure such a breach within ten (10) calendar days after receiving written notice of the breach from Buyer, Buyer may by written notice to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in immediately terminate this Purchase Order or any extension; part thereof for Seller’s default. Upon any such termination, the Seller shall continue the work not terminated, and Buyer may require that Seller deliver to Buyer any goods and/or materials associated with this Purchase Order (e.g., drawings, records, equipment, etc.) in any stage of production in the possession of Seller or anyone under its control to the Buyer within two (2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 ) business days after receipt of the notice from Buyer’s written request. The Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, acquire supplies or services similar to those terminated, and the Seller will be liable to the Buyer for any excess costs for those supplies or services. However, The Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property property in its possession in which the Buyer or Customer has an interest. F. . The Buyer shall pay the Order price Seller for completed supplies delivered or services performed and accepted. The Buyer and Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. . Failure to agree will be a dispute. The Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any may withhold from these amounts owed by Buyer to Seller, and any sum the Buyer determines to be necessary to protect the Buyer against loss because of outstanding liens loss. If, after termination, it is judicially determined that the Seller was not in default, or claims of former lien holders. H. The that the default was excusable, the rights and remedies obligations of the parties shall be the same as if the termination had been issued for the convenience of the Buyer. Buyer may at any time, by written order, require Seller to stop all or any part of the work called for by this Purchase Order for a period of up to ninety (90) days and for any further period to which the Parties may agree. Upon receipt of such an order, Seller shall comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. After the stop work order is cancelled, Seller shall resume work. An adjustment in this clause are the delivery schedule and/or price shall be made if the stop work order reasonably and directly results in addition an increase in the time and/or cost required for performance, provided, however, that if such work stoppage arises from a stop work direction given by Buyer’s client, then Seller will only be entitled to any other rights and remedies provided by Law or under this Orderan adjustment in the delivery schedule and/or price to the extent that Buyer is able to obtain an equitable adjustment in time and/or price from Buyer’s client as a result of such work stoppage.

Termination for Default. A. Subject (a) If Buyer fails to paragraphs C consummate the Closing as a result of a default by Buyer under this Agreement that is not cured within five (5) business days of specific written notice from Seller, Seller may, as its sole and D belowexclusive remedy, Buyer may terminate this Order in whole or in part, Agreement by giving written notice of default termination to Buyer and Escrow Agent, whereupon (A) Escrow Agent will promptly release to Seller if Seller: 1the applicable portion of the Deposit, and all interest accrued thereon, (B) Escrow Agent will return to Buyer and Seller all documents deposited by them respectively, which are then held by Escrow Agent, (C) the parties will be released and relieved of all obligations to each other under this Agreement, except for provisions that expressly survive termination as provided herein, (D) Buyer will return to Seller all documents received by it during the course of its Due Diligence and (E) Buyer will have no further right to purchase the Property or legal or equitable claims against Seller (except for any breach by Seller of provisions that survive termination) and/or the Property. Fails Buyer will have no liability to deliver the supplies Seller under any circumstances for any speculative, consequential or to perform the services within the time specified in this Order or any extension; 2punitive damages and including, without limitation, lost profits. Fails to make progress so as to endanger performance of this Order or to perform any of Without limiting the other provisions of this Order and does not cure Agreement, Buyer acknowledges that failure within the provisions of this Subsection are a period of 10 days after receipt material part of the notice from consideration being given to Seller for entering into this Agreement and that neither Seller nor Buyer specifying would be unwilling to enter into this Agreement in the absence of the provisions of this Subsection. The provisions of this Subsection will survive any termination of this Agreement. The parties acknowledge and agree that Seller’s failure to perform; or 3. Becomes insolvent or makes actual damages as a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction result of Buyer, Seller shall also protect ’s default would be difficult or impossible to ascertain and preserve Property in that the deliveries and payments provided for herein constitute reasonable compensation for its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and acceptedactual damages. Seller and Buyer shall acknowledge that they have read and understand the provisions of this Section 14.2(a) and by their initials below agree on to be bound by its terms. Seller’s Initials Buyer’s Initials (b) If Seller fails to consummate the amount Closing as a result of payment for manufacturing materials delivered a default by Seller under this Agreement that is not cured within five (5) business days of specific written notice from Buyer, Buyer may, as its sole and accepted exclusive alternative remedies, either (i) terminate this Agreement by giving written notice of termination to Seller and for Escrow Agent, whereupon (A) Escrow Agent will promptly release to Buyer the protection and preservation applicable portion of the property. G. Deposit, and all interest accrued thereon, (B) Escrow Agent will return to Buyer shalland Seller all documents deposited by them respectively, at which are then held by Escrow Agent, (C) the parties will be released and relieved of all obligations to each other under this Agreement, except for provisions that expressly survive termination as provided herein, (D) Buyer will return to Seller all documents received by it during the course of its optionDue Diligence, and (E) Buyer will have the no further right to set off againstpurchase the Property or legal or equitable claims against Seller (except for any breach by Seller of provisions that survive termination) and/or the Property, or appropriate and apply to the payment or (ii) Buyer may pursue specific performance of any obligation, sum or amount owing at any time Seller’s obligation to perform its obligations under this Agreement. Seller will have no liability to Buyer under any circumstances for any speculative, consequential or punitive damages. Without limiting the other provisions of this OrderAgreement, all deposits, amounts, or balances held Seller acknowledges that the provisions of this Subsection are a material part of the consideration being given to Buyer for entering into this Agreement and that Buyer would be unwilling to enter into this Agreement in the absence of the provisions of this Subsection. The provisions of this Subsection will survive any termination of this Agreement. With respect to any action by Buyer for against Seller or by Seller against Buyer commenced after the account Closing Date, Buyer and Seller expressly waive any right to any speculative, consequential, punitive or special damages including, without limitation, lost profits. Seller and Buyer acknowledge that they have read and understand the provisions of Seller, any amounts owed this Section 14.2(b) and by Buyer to Seller, and any sum Buyer determines their initials below agree to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided bound by Law or under this Order.its terms. Seller’s Initials Buyer’s Initials

Termination for Default. A. Subject Buyer may, without liability, and in addition to paragraphs C and D belowany other rights or remedies provided herein or by law, Buyer may terminate this Order in whole or in part, part by written notice of default to Seller if Seller: 1. Fails : ‡ fails to deliver the supplies Supplies or to perform the services within the time specified in this Order or any extension; 2. Fails Order; ‡ fails to make sufficient progress so as with the work, thereby endangering completion of performance within the time specified; or ‡ fails to endanger performance of this Order comply or fails to perform any of in accordance with the other provisions of this Order Order, including any applicable requirement of law. In these cases, Buyer may, at its option and does not cure that failure within only in writing, provide a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3within which Seller may cure its default prior WR %X\HU·V terminating this Order for default. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it Buyer may acquirerepurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, under and for any other damages caused Buyer by the terms Seller·V GHIDXOW ay Se%lleXr \theHOUrd erVpKricDe fOorOan y Scompleted Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect ▇▇▇▇▇ against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the manner Buyer considers appropriatePurchase Order delivery schedule, supplies or services similar and/or (2) to those terminated, and Seller will waive other deficiencies iQ 6HOOHU·V SHUIRUPD in which case an equitable reduction in the Purchase Order price shall be liable to Buyer for any excess costs for those supplies or servicesnegotiated. HoweverIn the event of a partial termination, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by Law this Purchase Order or under this Orderby law or equity.

Termination for Default. A. Subject to paragraphs C and D belowBuyer, Buyer without liability, may terminate this Order in whole or in part, by written notice of default to Seller default, terminate the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or (a) fails to perform the services within the time specified or in this Order or any extension; 2. Fails written extension granted by ▇▇▇▇▇; (b) fails to make progress so as to endanger which, in Buyer’s reasonable judgment, endangers performance of this Order or in accordance with its terms; (c) fails to perform comply with any of the other provisions terms of this Order and does not cure that failure within Order; or (d) if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent receiver for Seller is appointed or makes a general applied for, an assignment for the benefit of creditorscreditors is made or an excused delay (or the aggregate time of multiple excused delays) lasts more than sixty (60) days. In the cases of (a), or files or has filed against it a petition (b), (c) above, such termination shall become effective if Seller does not cure such failure within ten (10) days of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or receiving notice of default; in the event a trustee or receiver is appointed for case of (d) above, such termination shall take become effective immediately. Upon termination, Buyer may procure at Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, expense and upon terms it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause hereinBuyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s cost. C. If the failure to perform is caused by an excusable delayperformance, as described in the Excusable Delay clause herein, making Seller shall not be liable for any excess costs costs, expenses or damages arising from any failure of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by Seller’s performance. ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or equity or under this Order.

Termination for Default. A. Subject to paragraphs C and D below17.1 Buyer, Buyer without liability, may terminate this Order in whole or in part, by written notice of default to Seller the whole or any part of this Order if Seller: 1. Fails to deliver the supplies or (a) fails to perform the services within the time specified in this Order or any extensionwritten extension granted by ▇▇▇▇▇; 2. Fails (b) fails to make progress so as to endanger which, in ▇▇▇▇▇’s reasonable judgment, endangers performance of this Order or in accordance with its terms; or (c) fails to perform comply with any of the other provisions terms of this Order and Order. Such termination shall become effective if Seller does not cure that such failure within a period ten (10) days of 10 days after receipt receiving notice of the notice from default. 17.2 Upon termination pursuant to Section 17.1, Buyer specifying may procure at Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against expense and upon terms it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers deems appropriate, supplies goods or services similar to those so terminated, . Seller shall continue performance of this Order to the extent not terminated and Seller will shall be liable to Buyer for any excess costs for those supplies such similar goods or services. HoweverAs an alternate remedy and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, making Seller liable for any costs, expenses or damages arising from any failure of Seller’s performance. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller shall continue the work promptly notify Buyer in writing. If Seller does not terminated. In addition, Buyer may rework or repair any Product in accordance comply with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇’s delivery schedule, any (1) completed supplies, Buyer may require delivery by fastest method and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for charges resulting from the terminated portion of this Orderpremium transportation must be fully prepaid by Seller. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The ▇▇▇▇▇’s rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this Order.. 17.3

Termination for Default. A. Subject a.) Buyer may, by written Notice of Default to paragraphs C and D belowSeller, Buyer may terminate this Order Contract in whole or in part, by written notice of default or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Seller if Sellerfails to: 1. Fails to i. deliver the supplies goods or to perform the services within the time specified in this Order Contract or any extension; 2ii. Fails to make progress progress, so as to endanger performance of this Order or to Contract; or, iii. perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentContract. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, b.) Buyer may require Seller to transfer title and deliver to Buyer, as in the manner and to the extent directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, information and contract rights (collectively referred to “Materials”) as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired acquires for the terminated portion performance of this OrderContract, including the assignment to Buyer of Seller’s subcontracts. Upon direction of Buyer, Seller shall also ▇▇▇▇▇▇ further agrees to protect and preserve Property property in its the possession of Seller in which Buyer ▇▇▇▇▇ has an interest. F. . Payment for completed goods delivered to and accepted by Buyer shall pay be at the Order price Contract price. Payment for completed supplies unfinished Goods or Services, which have been delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the property. G. same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer may withhold from Seller moneys otherwise due Seller for the account of Seller, any completed goods and/or Materials in such amounts owed by Buyer to Seller, and any sum as Buyer determines to be necessary to protect Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said goods and Materials. H. c.) Seller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, Buyer may require Seller to post such financial assurance as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Contract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderContract.