Common use of Termination for Default Clause in Contracts

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraphsubparagraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphsubpar- agraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a1) The Authority University may, subject to the provisions of subparagraph paragraph (c3) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract contract in either any one of the following circumstances: : (1a) if If the Contractor fails to perform the Services within the time specified herein or any extension thereof; or thereof-, or (2b) if If the Contractor fails to perform any of the other provisions of this Contract contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority procurement officer may authorize in writing) after receipt of notice from the Authority procurement officer specifying such failure. (b2) In the event the Authority University terminates this Contract contract in whole or in part as provided in subparagraph paragraph (a1) of this paragraphclause, the Authority University may procure, procure substitute performance upon such terms and in such whatever manner as the Authority procurement officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority University for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause. (c3) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the University in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule. (d4) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the University, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the University, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled Disputes. (5) If this Contract contract is terminated as provided in subparagraph paragraph (a)1) of this clause, the AuthorityUniversity, in addition to any other rights provided in this subparagraphclause, may require the Contractor to transfer title and deliver to the Authority University, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials procurement officer, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of, the work terminated by the Notice of such part of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to the University; and the Contractor shall, upon direction of the Authorityprocurement officer, protect and preserve property in the possession of the Contractor in which the Authority University has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority University shall be at the Contract contract price. Payment for manufacturing materials delivered to and accepted by the University and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." The Authority University may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority procurement officer determines to be necessary to protect the Authority University against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f6) The rights and remedies of the Authority University provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract. (7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.

Termination for Default. (aEach of the following events shall constitute a default by Seller for purposes of this section: i) The Authority maythe insolvency of Seller; ii) an assignment for the benefit of creditors of Seller; iii) the voluntary or involuntary filing of a petition order or other decree in bankruptcy by or against Seller; iv) the commencement of any proceeding, subject under court supervision or otherwise, for liquidation of, reorganization of, or the composition, extension, arrangement or readjustment of the obligations of Seller; v) failure by Seller to comply with Buyer’s reasonable instructions and Change Notices; vi) failure by Seller to comply with any of the provisions of subparagraph (cthe Agreement; vii) belowfailure of the Goods to conform to Seller’s warranties contained herein or other warranties made by Seller; viii) failure of Seller to make deliveries as scheduled, by written notice and; ix) any representations of default Seller contained in the Agreement were false when made. Buyer shall have the right to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract Order, in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procurepart, upon any default by Seller. In the event of any such terms and in such manner as the Authority may deem appropriatetermination, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the AuthorityBuyer, in addition to any other rights provided in this subparagraphit may have under applicable law or other terms of the Order, may require shall have the Contractor right to: i) refuse to transfer title and deliver accept further delivery of Goods; ii) to the Authority in the manner return to Seller at Seller’s expense any Goods already delivered and to the extent directed recover from Seller all payments made therefor and all expenses of Buyer incident thereto, iii) to recover any advance payments to Seller for undelivered, unperformed or returned Goods; iv) to purchase substitute Goods elsewhere and charge Seller with any additional costs resulting therefrom; and (v) recover from Seller any and all costs, damages, charges, etc., that are incurred by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part Buyer due to Seller’s default, including, but not limited to those listed in Section 5(c) of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interestAgreement. Payment for completed Manufacturing Materials delivered ▇▇▇▇▇’s right to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph return Goods shall not be exclusive and are in addition to affected by any other rights and remedies provided assignment by law Seller of moneys due or under this Contractbecome due hereunder.

Termination for Default. Time is of the essence in this Agreement. Except for delay, which is due to causes beyond the reasonable control and without the fault or negligence of Supplier and its suppliers (alasting not more than sixty (60) The Authority days), Company may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractordefault, terminate the whole or any part of this Contract Agreement in either any one of the following circumstancescircumstances if: (1a) if the Contractor Supplier fails to perform the Services within the time specified herein or any written extension thereofgranted by Company; (b) Supplier fails to make progress as to endanger performance of this Agreement; (c) Supplier breaches, violates or Company finds to be untrue, any of the certifications, representations and warranties set forth in Sections 14 and 15 of this Agreement; or (2d) if the Contractor Supplier fails to perform comply with any of the other provisions terms and conditions of this Contract and Agreement. Such termination shall become effective if Supplier does not cure such failure within a period of ten (10) days (or such longer period as the Authority Company may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) . Upon termination, Supplier shall continue performance of this paragraphAgreement to the extent not terminated, the Authority Company may procure, upon such terms and in such manner as the Authority may it shall deem appropriate, supplies or services Services and/or deliverables similar to those so terminated, and the Contractor Supplier shall be liable to the Authority Company for any excess costs for such similar supplies Services and/or deliverables. As an alternate remedy and in lieu of termination for default, Company, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Supplier’s performance, in which case an equitable reduction in the amount of payments to be made under the Agreement shall be negotiated. If Supplier for any reason anticipates difficulty complying with any required delivery dates hereunder, or services; provided, that in meeting any of the Contractor shall continue the performance other requirements of this Con- tract to Agreement, Supplier shall promptly notify Company in writing. If Supplier does not comply with any schedule hereunder, Company may require delivery by the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for fastest means available and charges resulting from any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to such premium transportation must be beyond the control fully pre-paid and without the fault or negligence of the Contractorabsorbed by Supplier. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority Company provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by contract, law or under this Contractequity.

Termination for Default. (a) The Authority City may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract Agreement in either any one of the following circumstances: ; (1i) if the Contractor fails to perform the Services this Agreement within the time specified herein or any extension thereof; or or (2ii) if the Contractor fails to perform any of the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority City specifying such failure. (b) In the event the Authority City terminates this Contract Agreement in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority City may procure, upon such terms and in such manner as the Authority City may deem appropriate, supplies or services services, similar to those so terminated, and the Contractor shall be liable to the Authority City for any excess costs for such similar supplies or servicesthe same, including without limitation all cost and expenses of the type specified in the “WARRANTY” paragraph of this Agreement; provided, that the Contractor shall continue the performance of this Con- tract Agreement to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder. (c) Except with respect regard to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract this Agreement arises out of causes beyond the control and without the fault or of negligence of the Contractor. Such ; such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor the subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. The term “subcontractor” shall mean subcontractor at any tier. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract Agreement under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor was not in default under the provisions above or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled same as if the notice of termination has been issued pursuant to the “Termination for Convenience” contained in paragraph of this Exhibit E.Agreement. (fe) The rights and remedies of the Authority City provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. Each of the following events shall constitute a default by Seller for purposes of this section (a) The Authority maythe insolvency of Seller; (b) an assignment for the benefit of creditors of Seller; (c) the voluntary or involuntary filing of a petition order or other decree in bankruptcy by or against Seller; (d) the commencement of any proceeding, subject under court supervision or otherwise, for liquidation of, reorganization of, or the composition, extension, arrangement or readjustment of the obligations of Seller; (e) failure by Seller to comply with Enidine’s reasonable instructions and Change Notices; (f) failure by Seller to comply with any of the provisions of subparagraph the Agreement; (cg) belowfailure of the Goods to conform to Seller’s warranties contained herein or other warranties made by Seller; (h) failure of Seller to make deliveries as scheduled, by written notice and; (i) any representations of default Seller contained in the Agreement were false when made. Enidine shall have the right to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract Order, in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procurepart, upon any default by Seller. In the event of any such terms and in such manner as the Authority may deem appropriatetermination, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the AuthorityEnidine, in addition to any other rights provided in this subparagraphit may have under applicable law or other terms of the Order, may require shall have the Contractor right (i) to transfer title and deliver refuse to the Authority in the manner accept further delivery of Goods; (ii) to return to Seller at Seller’s expense any Goods already delivered and to the extent directed by the Authority recover from Seller all payments made therefor and all expenses of Enidine incident thereto, (iii) to recover any Manufacturing Materials as the Contractor has specifically produced advance payments to Seller for undelivered, unperformed or specifically acquired for the performance of such part of this Contract as has been terminatedreturned Goods; and the Contractor shall, upon direction of the Authority, protect (iv) to purchase substitute Goods elsewhere and preserve property in possession of the Contractor in which the Authority has an interestcharge Seller with any additional costs resulting therefrom. Payment for completed Manufacturing Materials delivered Enidine’s right to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph return Goods shall not be exclusive and are in addition to affected by any other rights and remedies provided assignment by law Seller of moneys due or under this Contractbecome due hereunder.

Termination for Default. (a) The Authority mayCompany reserves the right to terminate this Agreement for default, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the in whole or any part of this Contract in either one of the following circumstances: part, if Seller (1) if the Contractor fails to perform supply enough properly skilled workers or proper materials or equipment so as to endanger performance of this Agreement; (2) fails to make payment to subcontractors for materials or labor in accordance with the Services within respective agreements between the Seller and the subcontractors; (3) disregards applicable laws, orders, regulations, rulings, or instructions of the Company; (4) fails to adhere to the time specified herein in this Agreement for performance of services or any extension thereofdelivery of supplies; or or (25) if the Contractor fails to perform comply with any of the other provisions material terms of this Contract and Agreement. In that event, Company shall not be liable for any services or supplies not accepted. The Company’s right to terminate this Agreement under (1), (2), (3), or (5) of this paragraph (a) may be exercised if the Seller does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority Company specifying such the failure. (b) In the event the Authority . If Company terminates this Contract Agreement in whole or in part as provided in subparagraph (a) of this paragraphpart, it may acquire, under the Authority may procure, upon such terms and in such the manner as the Authority may deem it considers appropriate, supplies or services similar to those so terminated, and the Contractor shall Seller will be liable to the Authority Company for any excess costs for such similar those supplies or services; provided. (b) If this Agreement is terminated for default, Company may require Seller to deliver to Company any supplies and materials, manufacturing materials, and manufacturing drawings, and contract rights that Seller has specifically produced or acquired for the Contractor shall continue the performance terminated portion of this Con- tract Agreement. Company shall pay the agreed-upon price for services performed and accepted in addition to completed supplies delivered and accepted. Company and Seller shall agree on the extent, if any, it has not been terminated under the provisions amount of this subparagraphpayment for all other deliverables. (c) Except with respect to the for defaults of Subcontractorssub-tier subcontractors, the Contractor Seller shall not be liable for any excess costs in default because of failure to perform if the failure arises from causes beyond Seller’s reasonable control and without its fault or negligence. Seller will not be deemed to be in default for failure to perform caused by the Contract arises out failure of causes a sub-tier subcontractor if the failure was beyond the control of both Seller and sub-tier subcontractor and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventseither; provided, however, Seller will be in every case the failure default if Company directed Seller to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the purchase these supplies or Services services from another source and Seller failed to comply. A termination which was originally determined to be furnished by for default shall be treated as a termination for convenience if the Subcon- tractor were obtainable from other sources Seller was not in sufficient time to permit the Contractor to meet the required delivery scheduledefault. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided Company in this paragraph shall not be exclusive and clause are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform make delivery of the Services supplies within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph paragraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or servicessupplies; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority 13.1. Buyer may, subject to the provisions of subparagraph after providing Seller with twenty (c20) below, by calendar days written notice of default to the ContractorSeller, and upon Seller’s failure to cure such default in that twenty-day cure period, or other such period as may be agreed to in writing, terminate the this Subcontract in whole or any in part of this Contract in either one of the following circumstances: (1) if the Contractor Seller: (i) fails to deliver the Goods or to perform the Services within the time specified herein in this Subcontract or any extension thereofwritten extension; or (2ii) if the Contractor fails to perform make progress, so as to endanger performance of this Subcontract; (iii) material breaches any of the other provisions of this Contract and does not Subcontract; or (iv) fails to provide adequate assurance of future performance provided, however, there shall be no cure period for default related to failure to meet the delivery schedule or defaults incapable of cure. 13.2. Seller shall promptly notify Buyer if Seller is the subject of insolvency, receivership, or bankruptcy proceedings, or any other proceedings for the settlement of Seller’s debts. To the extent allowed by law, in the event of Seller’s bankruptcy, Buyer may require Seller to post such failure within a period of financial assurance, as Buyer, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of written notice from the Authority specifying such failure. (b) In the event the Authority terminates shall constitute a default under this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the ContractorSubcontract. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided Buyer in this paragraph shall not be exclusive and Article are in addition to any other rights and remedies provided by law or under this ContractSubcontract. 13.3. Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by ▇▇▇▇▇, any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information, and contract rights (materials) as Seller has produced or acquired for the performance of this Subcontract, including the assignment to Buyer of Seller’s Subcontracts. ▇▇▇▇▇▇ further agrees to protect and preserve property in the possession of Seller in which ▇▇▇▇▇ has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in Article 12 hereof except Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed Goods and/or materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Goods and materials. 13.4. If Seller is terminated for default pursuant to this Article, Seller is liable to the Buyer for any excess repurchase costs incurred in acquiring Goods and/or Services similar to those terminated for default, and for any other damages, whether or not repurchase is affected. 13.5. In addition to the remedies stated herein, Seller hereby grants to Buyer a perpetual, unconditional, transferable, fully paid up, royalty-free license to use and exploit anywhere in the world all of Seller’s intellectual property which is necessary for the performance of the terminated portion of this Subcontract, solely to make, or have made, use, maintain, and sell the Goods and/or Services.

Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this the Contract in either any one of the following circumstances: : (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services Contract within the time specified herein therein or any approved extension thereof; or or (2ii) if the Contractor Seller fails to perform any of the other provisions of this the Contract, or in the Buyer’s opinion, so fails to make progress as to endanger performance of the Contract in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure. (b) In the event Buyer terminates the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority Buyer may procure, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or services; the same, including without limitation, all costs and expenses of the type specified in the “Warranty” paragraph of this Contract document: It is further provided, that the Contractor Seller shall continue the performance of this Con- tract the Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a)) above, the AuthorityBuyer, in addition to any other rights provided in this subparagraphthe Contract, may require the Contractor Seller to transfer title and deliver to Buyer or the Authority Government or other ultimate user, in the manner and to the extent directed by the Authority Buyer, (i) any Manufacturing Materials completed goods, and (ii) such partially completed goods and materials, parts, tools, molds, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called “manufacturing materials”) as the Contractor Seller has specifically produced or specifically acquired for the performance of such part of this the Contract as has been terminated; and the Contractor shall, Seller shall upon direction of the AuthorityBuyer, protect and preserve property in the possession of the Contractor Seller in which Buyer or the Authority Government has an interest. Payment for completed Manufacturing Materials goods delivered to and accepted by the Authority Buyer shall be at the Contract price. The Authority may withhold from amounts otherwise due Payment for manufacturing materials delivered to and accepted by Buyer and for the Contractor for protection and preservation of property shall be in an amount agreed upon by ▇▇▇▇▇ and Seller; failure to agree to such completed Manufacturing Materials such sum as amount shall be a dispute concerning a question of fact within the Authority determines to be necessary to protect meaning of the Authority against loss because paragraph of outstanding liens or claims of former lien holdersthis Contract document entitled “Disputes.” (ed) If, after notice of termination of this the Contract under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor Seller was not in default under the provisions above, or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled same as if the notice of termination had been issued pursuant to the “Termination for Convenience” contained in paragraph of this Exhibit E.Contract document. (fe) The rights and remedies of the Authority Buyer provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this the Contract.

Termination for Default. (a) The Authority NJ TRANSIT may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one for any breach of the following circumstances: (1) Contract including but not limited to: if the Contractor fails to make delivery of the goods or materials or to perform the Services services within the time specified herein or any extension thereof; or (2) or if the Contractor fails to perform any of the other provisions of the Contract, so as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) calendar days (or such longer period as the Authority Contracting Officer may authorize in writing) after receipt of notice from the Authority Contracting Officer specifying such failure. (b) In . If the event the Authority terminates this Contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority NJ TRANSIT may procure, upon such terms and in such manner as the Authority Contracting Officer may deem appropriate, supplies or services items similar to those so terminated, and the . The Contractor shall be liable to the Authority NJ TRANSIT for any excess costs for such similar supplies goods, materials or services; provided, that the Contractor services and shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraph. (c) clause. Except with respect to for the defaults default of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor Subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor Subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies goods, materials or Services services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the notice of termination had been issued pursuant to Section 17, "Termination for Convenience” contained in this Exhibit E. (f) ". The rights and remedies of the Authority NJ TRANSIT provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, MTS may terminate the whole or any part of this Contract Contractor's performance in either any one of the following circumstances: (1) if the Contractor fails to make delivery or fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor delivers nonconforming goods; or (3) if Contractor fails to perform any of in accordance with the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms. In the event of any such failure, MTS will provide Contractor with notice of the nature of the failure and MTS's intention to terminate for default. In the event Contractor does not cure such failure within a period of ten (10) calendar days (or of such longer period as the Authority may authorize in writing) after receipt notice, MTS will provide Contractor with written Notice of notice from the Authority specifying such failure. (b) Termination for Default. In the event the Authority MTS terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphherein, the Authority MTS may procure, upon such terms terms, and in such manner as the Authority MTS may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority MTS for any excess costs for such similar supplies or services; provided, that the and Contractor shall continue the performance of this Con- tract Agreement to the extent, if any, it has extent not been terminated under the provisions of this subparagraph. (c) Except clause. In the event of Contractor's default, Contractor agrees to mitigate damages by cooperating with respect to the defaults MTS in transferring information and disposing of Subcontractors, the Contractor shall not be liable goods in process or MTS's materials as MTS may reasonably request. If after Notice of Termination for Default it is determined for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are reason that Contractor was not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the Notice of Termination had been issued pursuant to the Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractConvenience clause.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraphsubparagraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphsubpar- agraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E, Revised-2. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) 19.1 The Authority Purchaser may, subject to the provisions of subparagraph (c) paragraph 19.3 below, by written notice of default to the Contractor"Company", terminate the whole or any part of this Contract an Order in either any one of the following circumstances: (1) 19.1.1 if "Company" fails to make delivery of the Contractor fails supplies or to perform the Services services within the time specified herein or any extension thereof; or (2) 19.1.2 if the Contractor "Company" fails to perform any of the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of an Order in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as the Authority Purchaser may authorize authorise in writing) after receipt of notice in writing from the Authority Purchaser specifying such failure. (b) 19.2 In the event the Authority Purchaser terminates this Contract an Order in whole or in part part, as provided in subparagraph (a) paragraph 19.1 of this paragraphclause, the Authority Purchaser may procure, upon such terms and in such manner as the Authority Purchaser may deem appropriate, supplies or services similar to those so terminated, and the Contractor "Company" shall be liable to the Authority Purchaser for any excess costs for such similar supplies or services; provided. However, that the Contractor "Company" shall continue the performance of this Con- tract an Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause. (c) 19.3 Except with respect to the defaults of Subcontractorssub-contractors, the Contractor "Company" shall not be liable for any excess costs if the failure to perform the Contract Order arises out of causes beyond the control and without the fault or negligence of the Contractor"Company". Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God, or of the public enemy, acts of the Purchaser in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor"Company". If the failure to perform is caused by the default of a Subcontractor sub-contractor, and if such default arises out of causes beyond the control of both the Contractor "Company" and Subcontractor and sub- contractor, without the fault or negligence of either of them, the Contractor "Company" shall not be liable for any excess costs for failure to perform, perform unless the supplies or Services services to be furnished by the Subcon- tractor sub-contractor were obtainable from other sources in sufficient time to permit the Contractor "Company" to meet the required delivery schedule. (d) 19.4 If this Contract an Order is terminated as provided in subparagraph (a)paragraph 19.1 of this clause, the AuthorityPurchaser, in addition to any other rights provided in this subparagraphclause, may require the Contractor "Company" to transfer title and deliver to the Authority Purchaser, in the manner and to the extent directed by the Authority Purchaser: 19.4.1 any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shallcompleted supplies, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.and

Termination for Default. Mandatory provision for all contracts. One of the following clauses is preferred: A. Alternate Clause — Termination for Default (ashort form). "If the Contractor fails to fulfill its obligation under this contract properly and on time, or otherwise violates any provision of the contract, the State may terminate the contract by written notice to the Contractor. The notice shall specify the acts or omissions relied upon as cause for termination. All finished or unfinished work provided by the Contractor shall, at the State's option, become the State's property. The State shall pay the Contractor fair and equitable compensation for satisfactory 21.07.01 Page 2 Effective as of July 15, 2019 performance prior to receipt of notice of termination, less the amount of damages caused by Contractor's breach. If the damages are more than the compensation payable to the Contractor, the Contractor will remain liable after termination and the State can affirmatively collect damages. Termination hereunder, including the determination of the rights and obligations of the parties, shall be governed by the provisions of COMAR 21.07.01.11B." B. Alternate Clause — Termination for Default (long form). (1) The Authority State may, subject to the provisions of subparagraph paragraph (c3) belowof this regulation, by written notice of default to the Contractor, terminate the whole or any part of this Contract contract in either any one of the following circumstances: (1a) if If the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2b) if If the Contractor fails to perform any of the other provisions of this Contract contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority procurement officer may authorize in writing) after receipt of notice from the Authority procurement officer specifying such failure. (b2) In the event the Authority State terminates this Contract contract in whole or in part as provided in subparagraph (aparagraph(1) of this paragraphclause, the Authority State may procure, procure substitute performance upon such terms and in such whatever manner as the Authority procurement officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority State for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause. (c3) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the State in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule. (d4) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the State, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." (5) If this Contract contract is terminated as provided in subparagraph (a)paragraph(1) of this clause, the AuthorityState, in addition to any other rights provided in this subparagraphclause, may require the Contractor to transfer title and deliver to the Authority State, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials procurement officer,(a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of, the work terminated by the Notice of such part of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to the State; and the Contractor shall, upon direction of the Authorityprocurement officer, protect and preserve property in the possession of the Contractor in which the Authority State has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority State shall be at the Contract contract price. Payment for manufacturing materials delivered to and accepted by the State and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." The Authority State may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority procurement officer determines to be necessary to protect the Authority State against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f6) The rights and remedies of the Authority State provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract. 21.07.01 Page 3 Effective as of July 15, 2019 21.07.01.12 (7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier."

Termination for Default. (a) The Authority A. Either Party may, subject to the provisions of subparagraph (c) below, by written notice Notice of default to Termination for Default, effective fifteen (15) days after receipt or such later date as specified in the Contractornotice, terminate the whole or any part of this Contract in either if any one of the following circumstances:circumstances continues after such notice (each an "Event of Default"): 1. In the case of the Purchaser, (1a) if Contractor fails to comply in any material respect with any of the terms and conditions of this Contract and such failure shall continue for thirty (30) days after written notice from Purchaser to Contractor specifying the failure and demanding that the same be remedied; provided that, if such default cannot be reasonably corrected within such thirty (30) day period, an Event of Default with respect to Contractor shall not be deemed to occur until the expiration of such further period, not to exceed ninety (90) days, as reasonably required to correct such failure, if the Contractor commences, within such thirty (30) day period, and continues diligently at all times thereafter, to take reasonable steps to correct the failure as soon as possible, or (b) any representation or warranty made by Contractor herein or in any certificate, statement or document given pursuant to the terms hereof shall prove to be false, incorrect or misleading in any material respect as of the date on which it was made and any material adverse consequences to Purchaser caused thereby shall not have been remedied within thirty (30) days after written notice thereof shall have been given to Contractor by Purchaser; or (c) the Contractor fails to perform cause the Services System to be Ready for Provisional Acceptance within 200 days after the time specified herein or any extension thereof; orScheduled System RFS Date; (2) if . If the Contractor fails to perform other Party defaults on any of the other provisions of this Contract its payment obligations and does not cure such failure default within a period of ten thirty (1030) days (or such longer period as the Authority non-breaching Party may authorize in writing) after receipt of written notice from demanding cure (subject to dispute provisions); 3. If the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole other Party shall commence a voluntary case or in part as provided in subparagraph (a) of this paragraphother proceeding seeking liquidation, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies reorganization or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the defaults appointment of Subcontractorsa trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the Contractor appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall not make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; 4. If an involuntary case or other proceeding shall be liable commenced against the other Party seeking liquidation, reorganization or other relief with respect 47 44 to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the other Party; 5. The Guaranty shall for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services reason cease to be furnished by in full force and effect or the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery scheduleGuarantor shall repudiate any of its obligations thereunder. (d) B. If this Contract is terminated by the Purchaser as provided in subparagraph (aSub-Article 13(A), the AuthorityPurchaser, in addition to any other rights provided in this subparagraphArticle, and upon payment to Contractor of all monies due and owing as set forth in Sub-Article 13(C) below, may require the Contractor to transfer title and deliver to the Authority Purchaser in the manner and to the extent directed by the Authority Purchaser any completed equipment, material or supplies, and such partially completed cable and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter collectively "Manufacturing Materials Materials") as the Contractor has had specifically produced or specifically acquired for the performance of such part of this Contract as has been terminatedterminated and which, if this Contract had been completed, would have been required to be furnished to the Purchaser; and the Contractor shall, upon the direction of the AuthorityPurchaser, protect and preserve property in the Contractor's possession of the Contractor in which the Authority Purchaser has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at . C. If the Contract price. The Authority may withhold from amounts otherwise due the is terminated by Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not provided in default or that the default was excusable under the provisions of this para- graphSub-Article 13(A), the rights and obligations of the parties Purchaser shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are pay, in addition to any other rights damages payable pursuant to Sub-Article 13(E) below, the total of: 1. the cost of settling and remedies paying claims arising out of the termination of Work under the contracts and orders, as provided by law or under in Sub-Article 14(B)(3) below which are properly chargeable to the terminated portion of this Contract; and 2. the reasonable costs of settlement including accounting, legal, clerical and other expenses necessary for the preparation of settlement claims and supporting data with respect to the terminated portion of this Contract and for termination and settlement of contracts thereunder, together with reasonable storage, transportation and other costs incurred in connection with the protection, preservation and disposition of property proper to this Contract. D. Force Majeure or Purchaser Hindrance events shall not constitute a default or provide a basis for termination under this Article. E. Regardless of any termination of this Contract as provided in Sub-Article 13(A), neither Party shall be relieved from any liability for damages or otherwise which may have been incurred by reason of any breach of this Contract. 48 45 F. Without limitation to the foregoing, in the event that Purchaser terminates this Contract pursuant to Sub-Article 13(A), the Contractor shall be liable to Purchaser (without duplication) for the total of all costs and expenses reasonably incurred by Purchaser in completing the Work or in correcting deficiencies in the Work to the extent that the payments made to Contractor pursuant to this Contract, together with such costs and expenses, exceed the Contract Price.

Termination for Default. (a) The Authority City may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract Agreement in either any one of the following circumstances: ; (1i) if the Contractor fails to perform the Services this Agreement within the time specified herein or any extension thereof; or or (2ii) if the Contractor fails to perform any of the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority City specifying such failure. (b) In the event the Authority City terminates this Contract Agreement in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority City may procure, upon such terms and in such manner as the Authority City may deem appropriate, supplies or services services, similar to those so terminated, and the Contractor shall be liable to the Authority City for any excess costs for such similar supplies or servicesthe same, including without limitation all cost and expenses of the type specified in the “WARRANTY” paragraph of this Agreement; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph.the (c) Except with respect regard to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract this Agreement arises out of causes beyond the control and without the fault or of negligence of the Contractor. Such ; such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor the subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. The term “subcontractor” shall mean subcontractor at any tier. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract Agreement under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor was not in default under the provisions above or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled same as if the notice of termination has been issued pursuant to the “Termination for Convenience” contained in paragraph of this Exhibit E.Agreement. (fe) The rights and remedies of the Authority City provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a) The Authority may, subject to Default. If the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole Selected Provider refuses or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract the contract documents with such diligence as will ensure its completion within the time specified in the contract documents, or any extension thereof, otherwise fails to timely satisfy the provisions in the contract documents, or commits any other substantial breach of the contract documents, ACC may notify the Selected Provider in writing of the delay or non-performance and does if not cure such failure within a period of cured in ten (10) days (or any longer time specified in writing by the ACC, then the ACC may terminate the Selected Provider’s right to proceed with the work under the contract documents or such longer period part of the contract documents as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) to which there has been delay or failure to properly perform. In the event the Authority terminates this Contract of termination in whole or in part as provided in subparagraph (a) of this paragraphpart, the Authority ACC may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies procure similar goods or services similar in a manner and upon the terms deemed appropriate by the ACC. The Selected Provider shall continue performance of the contract to those so terminated, the extent it is not terminated and the Contractor shall be liable to the Authority for any excess costs for such incurred in procuring similar supplies goods or services; provided, that the Contractor shall continue the . Excuse for non-performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor or delayed performance. The Selected Provider shall not be liable for in default by reason of any excess costs failure in performance of the contract documents in accordance with its terms, including any failure by the Selected Provider to make progress in the prosecution of the performance hereunder which endangers such performance if the Selected Provider has notified ACC within fifteen (15) days after the cause of the delay and the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence such as: acts of God; acts of a public enemy; acts of the Contractor. Such causes may include, but are not restricted to Force Majeure EventsState and any other governmental body in its sovereign or contractual capacity; provided, however, in every case the failure to must be beyond the control and without the fault fires; floods; epidemics; quarantine restrictions; strikes or negligence of the Contractorother labor disputes; freight embargoes; or unusually severe weather. If the failure to perform is caused by the default failure of a Subcontractor subcontractor to perform or to make progress, and if such default failure arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themsimilar to those set forth above, the Contractor Selected Provider shall not be liable for any excess costs for failure deemed to performbe in default, unless the supplies or Services goods and services to be furnished by the Subcon- tractor subcontractor were reasonably obtainable from other sources in sufficient time to permit the Contractor Selected Provider to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a)requirements of the contract. Upon request of the Selected Provider, ACC shall ascertain the facts and extent of such failure, and, if ACC determines that any failure to perform was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, the AuthoritySelected Provider’s progress and performance would have met the terms of the contract, in addition to any other rights provided in this subparagraphthe delivery schedule shall be revised accordingly, may require the Contractor to transfer title and deliver subject to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction rights of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract ACC under the provisions of contract. As used in this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the term “subcontractor” means subcontractor at any tier. Additional rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) remedies. The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractthe contract.

Termination for Default. (a) The Authority GRTC may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorCon- tractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) i. if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) ii. if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority GRTC may authorize in writingwrit- ing) after receipt of notice from the Authority GRTC specifying such failure. (b) In the event the Authority GRTC terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphpara- graph, the Authority GRTC may procure, upon such terms and in such manner as the Authority GRTC may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority GRTC for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the AuthorityGRTC, in addition to any other rights provided pro- vided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority GRTC in the manner and to the extent directed by the Authority GRTC any Manufacturing Materials as the Contractor has specifically produced pro- duced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the AuthorityGRTC, protect and preserve property in possession of the Contractor in which the Authority GRTC has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority GRTC shall be at the Contract price. The Authority GRTC may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority GRTC determines to be necessary to protect the Authority GRTC against loss because of outstanding liens or claims of former lien holders. (ed) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority GRTC that the Contractor was not in default or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for ConvenienceCon- venience” contained in this Exhibit E. (f) E. The rights and remedies of the Authority GRTC provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) In case of Contractor breach or failure to perform, MTS reserves the right to terminate the contract for default. MTS may award the contract to the next lowest responsive, responsible Proposer, solicit new bids, or pursue any other remedy authorized by law. In addition to any remedy authorized by law, money due to the Contractor under and by virtue of contract, as shall be considered necessary by MTS, may be retained by MTS until disposition has been made of such suits or claims for damages. The Authority may, retention of money due to the Contractor shall be subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstancesfollowing: (1) if MTS will give the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or notice of its intention to retain funds from any partial payment, which may become due to the Contractor prior to acceptance by MTS of the contract. Retention of funds from any payment made after acceptance may be made without such longer period as prior notice to the Authority may authorize in writing) after receipt of notice from the Authority specifying such failureContractor. (b2) In No retention of additional amounts out of partial payments will be made if the event amount to be retained does not exceed the Authority terminates this Contract in whole or in part as provided in subparagraph amount being withheld from partial payments. (a3) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminatedIf MTS has retained funds, and it is subsequently determined that MTS is not entitled to be indemnified and saved harmless by the Contractor in connection with the matter for which such retention was made, MTS shall be liable for interest earned on the amount retained for the period of such retention. MTS may terminate the contract by serving a notice of termination on the Contractor. Notice shall set forth the manner in which the Contractor is in default, and provide the Contractor with ten (10) day’s time to cure the default to the Authority for any excess costs for such similar supplies or services; providedsatisfaction of MTS. This cure period may be adjusted if the parties so agree in writing. If MTS determines after the cure period that the default is not cured, MTS will issue a “show cause” letter to the Contractor requesting from the Contractor reasons why this contract should not be terminated. If MTS does not find that the Contractor shall continue the performance of this Con- tract has demonstrated sufficient reason for its failure to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractorscure, the contract shall be deemed terminated. The Contractor shall only be paid the contract price for supplies received and accepted, or services performed in accordance with the manner set forth in the contract. If MTS determines that the Contractor had an excusable reason for not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without performing such as a strike, fire, flood, or other events, which are not the fault of, or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themContractor, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit MTS may allow the Contractor to meet continue work or terminate the required delivery schedulecontract for convenience. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph paragraph (c) below, by written notice of default to the ContractorContrac- tor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph paragraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Order in either any one of the following circumstances: (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services services within the time specified herein or any extension thereof; or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract 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 such failure within a period of ten (10) 10 days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay 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 (iv) Seller fails to provide Buyer, in writing, within the time specified by ▇▇▇▇▇, adequate assurances of performance. (b) In the event the Authority terminates If this Contract in whole Order is so terminated, Buyer may procure or in part as provided in subparagraph (a) of this paragraph, the Authority may procureotherwise obtain, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies goods or services similar to those so terminated. Seller, and subject to the Contractor exceptions set forth below, shall be liable to the Authority Buyer for any excess costs for of such similar supplies goods or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with Seller shall transfer title and deliver to Buyer, in the manner and to the extent requested in writing by ▇▇▇▇▇ 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 extent not terminated. Buyer shall have no obligations to Seller in respect to the defaults terminated part of Subcontractors, the Contractor this Order except as herein provided. ▇▇▇▇▇'s rights as set forth herein shall be in addition to any other rights in case of Seller's default. (e) Seller shall not be liable for any excess costs if the failure damages resulting from default due to perform the Contract arises out of causes beyond the Seller's control and without the Seller's fault or negligence of the Contractor. Such causes may includenegligence, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform that if Seller's default is caused by the default of a Subcontractor and if subcontractor or supplier at any tier, such default arises must arise out of causes beyond the control of both the Contractor Seller and Subcontractor subcontractor or supplier, and without the fault or negligence of either of themthem and, the Contractor shall not be liable for any excess costs for failure to performprovided further, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor or supplier were not obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedulesources. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or 25.1 Notwithstanding any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract, Contractor shall be considered in default of its contractual obligations under this Contract if it: A. Performs Work which fails to conform to the requirements of this Contract; B. Fails to meet the Contract schedule or fails to make progress so as to endanger performance of this Contract; ▇. ▇▇▇▇▇▇▇▇ or refuses to proceed with any or all Work including modifications directed pursuant to the clause entitled "CHANGES"; or ▇. ▇▇▇▇▇ to fulfill any of the terms of this Contract. 25.2 Upon the occurrence of any of the foregoing, Owner or its authorized representatives shall notify Contractor in writing of the nature of the failure and of Owner's intention to either terminate the Contract for default, or to declare the Contractor to be in default and make demand upon its surety to perform, at its sole option. 25.3 If Contractor or its surety(ies) does not commence to cure such failure within a period of ten three (103) calendar days (or such longer period as the Authority may authorize in writing) after from receipt of notification, or sooner if consideration of safety to persons is involved, or if Contractor or its surety(ies) fails to provide satisfactory evidence that such default will be corrected, Owner may, without notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract to Contractor's surety(ies), if any, terminate in whole or in part as provided in subparagraph (a) Contractor's right to proceed with Work by written notice and prosecute the Work to completion by contract or by any other method deemed expedient. Owner may take possession of this paragraphand utilize any materials, the Authority may procureplant, upon such terms and in such manner as the Authority may deem appropriatetools, supplies or services similar to those so terminatedequipment, and property of any kind furnished by Contractor and necessary to complete the Work. 25.4 Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extentand its sureties, if any, it has not been shall be liable jointly and severally for all costs in excess of the contract price for such terminated under work reasonably and necessarily incurred in the provisions completion of this subparagraphthe Work as scheduled, including cost of administration of any contract awarded to others for completion and for liquidated damages. (c) Except with respect to 25.5 Upon termination for default Contractor shall: A. immediately discontinue Work on the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner date and to the extent directed by specified in the Authority any Manufacturing Materials as notice and place no further purchase orders or subcontracts to the Contractor has specifically produced or specifically acquired for extent that they relate to the performance of Work terminated; B. inventory, maintain and turn over to Owner all materials, plant, tools, equipment, and property furnished by Contractor or provided by Owner for performance of Work; C. promptly obtain cancellation upon terms satisfactory to Owner of all purchase orders, subcontracts, rentals, or any other agreements existing for performance of the terminated Work or assign those agreements to Owner as directed; ▇. ▇▇▇▇▇▇▇▇▇ with Owner in the transfer of information and disposition of Work in progress so as to mitigate damages; E. comply with other reasonable requests from Owner regarding the terminated Work; and F. continue to perform in accordance with all of the terms and conditions of the Contract such part portion of this Contract as has been Work that is not terminated; and the Contractor shall. 25.6 If, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered termination pursuant to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default or that the default was excusable under the provisions of this para- graphdefault, the rights and obligations of the parties shall be those provided in the paragraph same as if the notice of termination had been issued pursuant to the clause entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract"OPTIONAL TERMINATION".

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, LANNETT may by written notice of default to the ContractorVendor, terminate the Purchase Order in whole or in part in any part of this Contract in either one of the following circumstances: : (1i) if Vendor fails to make delivery of the Contractor fails items described herein or to perform the Services services described herein within the time specified herein specified; or any extension thereof; or (2ii) if Vendor fails to replace or correct defective items when required to do so in accordance with the Contractor provisions of Section 7 hereof entitled "SPECIFICATIONS/ WARRANTY/ INSPECTION "; or (iii) if Vendor fails to perform any of the other provisions of this Contract and does not cure such failure within a period Purchase Order, or so fails to make progress as to endanger performance of ten (10) days (or such longer period as this Purchase Order in accordance with the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) Terms. In the event the Authority LANNETT terminates this Contract Purchase Order in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority LANNETT may procure, upon such at terms and in such a manner as the Authority LANNETT may deem appropriate, supplies items or services similar to those so terminated, terminated and the Contractor Vendor shall be liable to the Authority LANNETT for any excess costs for such similar supplies or items and services; provided, provided that the Contractor Vendor shall continue with the performance of this Con- tract Purchase Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the ContractorSection. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination in accordance with the provisions of this Contract Section, it is determined for any reason that Vendor was not in default under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphSection, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the notice of termination had been issued pursuant to the "Termination for Convenience” contained in this Exhibit E. (f) " Section of these Terms. The rights and remedies of the Authority LANNETT provided in this paragraph Section shall not be exclusive and are in addition to any other rights right and remedies provided by law law, in equity or under this Contractthese Terms. The insolvency or adjudication of bankruptcy, or the filing of a voluntary petition of bankruptcy, or the making of an assignment for the benefit of creditors by Vendor shall be deemed a material breach hereof. In no event shall Vendor be entitled to anticipatory profits, special, punitive, indirect, special, incidental or consequential damages under these Terms and the Purchase Order.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraphsubparagraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority may, subject to Time is of the provisions essence of subparagraph (c) below, this Purchase order. BUYER may by written notice of default to the Contractor, SELLER terminate the whole or any part of this Contract contract in either any one of the following circumstances: : (1i) if the Contractor SELLER fails to perform the Services within the time specified herein or any extension thereof, except in instances of delay which are due to causes beyond the reasonable control and without the fault or negligence of SELLER and all of its suppliers, direct or indirect at every subcontract level; or (2ii) if the Contractor SELLER fails to perform any of the other agreed provisions of this Contract contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, (iii) if SELLER, in BUYER’s sole judgment, violates any provision of Article 38 Business Conduct and Ethics; (iv) files or has filed against it a petition in bankruptcy; or (v) becomes insolvent or suffers a material adverse change in financial condition. (b) If the termination results from circumstances (i) and (ii) above, and SELLER does not cure such failure within a period of ten (10) days (or such longer period as the Authority BUYER may authorize in writing) writing after receipt of notice from the Authority BUYER specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority BUYER may procure, upon such terms and in such manner as the Authority may it shall deem appropriate, supplies or Work and services similar to those so terminated, in which case SELLER shall continue performance of this Purchase Order to the extent not terminated and the Contractor shall be liable to the Authority BUYER for any excess costs for such similar supplies suppliers or services; provided. As an alternate remedy, that and in lieu of termination for default, BUYER, at its sole discretion, may elect: (i) to extend the Contractor contract delivery schedule and/or (ii) to waive other deficiencies in SELLER’s performance, in which case an equitable reduction in the Purchase Order price shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphbe negotiated. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable Following a termination for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor this Purchase Order, SELLER shall be compensated only for WORK actually delivered and if such default arises out accepted. BUYER may require SELLER to deliver to BUYER any Work and materials, manufacturing materials, and manufacturing drawings that SELLER has specifically produced or acquired for the terminated portion of causes beyond this Purchase Order. BUYER and SELLER shall agree on the control amount of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable payment for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from these other sources in sufficient time to permit the Contractor to meet the required delivery scheduledeliverables. (d) If this Contract is terminated as provided in subparagraph (a)Upon the occurrence and during the continuation of a default, the AuthorityBUYER may exercise any and all rights and remedies available to it under applicable law and equity, in addition to any other rights provided in this subparagraphincluding without limitation, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part cancellation of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interestPurchase Order. Payment If after termination for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of default under this Contract under the provisions of this paragraphPurchase Order, it is determined by the Authority that the Contractor SELLER was not in default or that the default was excusable under the provisions of this para- graphdefault, the rights and obligations of the parties such termination shall be those provided in the paragraph entitled “Termination deemed a termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractconvenience.

Termination for Default. (a1) The Authority University may, subject to the provisions of subparagraph paragraph (c3) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract contract in either any one of the following circumstances: : (1a) if If the Contractor fails to perform the Services within the time specified herein or any extension thereof; or thereof-, or (2b) if If the Contractor fails to perform any of the other provisions of this Contract contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority procurement officer may authorize in writing) after receipt of notice from the Authority procurement officer specifying such failure. (b2) In the event the Authority University terminates this Contract contract in whole or in part as provided in subparagraph paragraph (a1) of this paragraphclause, the Authority University may procure, procure substitute performance upon such terms and in such whatever manner as the Authority procurement officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority University for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause. (c3) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the University in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule. (d4) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the University, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the University, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled Disputes. (5) If this Contract contract is terminated as provided in subparagraph paragraph (a)1) of this clause, the AuthorityUniversity, in addition to any other rights provided in this subparagraphclause, may require the Contractor to transfer title and deliver to the Authority University, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials procurement officer, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of, the work terminated by the Notice of such part of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to the University; and the Contractor shall, upon direction of the Authorityprocurement officer, protect and preserve property in the possession of the Contractor in which the Authority University has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority University shall be at the Contract contract price. Payment for manufacturing materials delivered to and accepted by the University and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." The Authority University may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority procurement officer determines to be necessary to protect the Authority University against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f6) The rights and remedies of the Authority University provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract. (7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E-Revised-2. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority Forest Park may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract Agreement in either any one of the following circumstances: : (1i) if the Contractor fails to perform the Services this Agreement within the time specified herein or any extension thereof; or or (2ii) if the Contractor fails to perform any of the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority Forest Park specifying such failure. (b) In the event the Authority Forest Park terminates this Contract Agreement in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority Forest Park may procure, upon such terms and in such manner as the Authority Forest Park may deem appropriate, supplies or services services, similar to those so terminated, and the Contractor shall be liable to the Authority Forest Park for any excess costs for such similar supplies or servicesthe same, including without limitation all cost and expenses of the type specified in the “WARRANTY” paragraph of this Agreement; provided, that the Contractor shall continue the performance of this Con- tract Agreement to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder. (c) Except with respect regard to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract this Agreement arises out of causes beyond the control and without the fault or negligence of the Contractor. Such ; such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor the subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. The term “subcontractor” shall mean subcontractor at any tier. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract Agreement under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor was not in default under the provisions above or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled same as if the notice of termination has been issued pursuant to the “Termination for Convenience” contained in paragraph of this Exhibit E.Agreement. (fe) The rights and remedies of the Authority Forest Park provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Order in either any one of the following circumstances: (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services services within the time specified herein or any extension thereof; or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract 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 such failure within a period of ten (10) 10 days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay 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 (iv) Seller fails to provide Buyer, in writing, within the time specified by Buyer, adequate assurances of performance. (b) In the event the Authority terminates If this Contract in whole Order is so terminated, Buyer may procure or in part as provided in subparagraph (a) of this paragraph, the Authority may procureotherwise obtain, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies goods or services similar to those so terminated. Seller, and subject to the Contractor exceptions set forth below, shall be liable to the Authority Buyer for any excess costs for of such similar supplies goods or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except 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. Seller shall also deliver to Buyer the Seller Intellectual Property, including all technical data and commercial computer software, solely to the extent necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in connection with this Order. (d) Seller shall continue performance of this Order to the extent not terminated. Buyer shall have no obligations to Seller in respect to the defaults terminated part of Subcontractors, the Contractor this Order except as herein provided. Buyer's rights as set forth herein shall be in addition to any other rights in case of Seller's default. (e) Seller shall not be liable for any excess costs if the failure damages resulting from default due to perform the Contract arises out of causes beyond the Seller's control and without the Seller's fault or negligence of the Contractor. Such causes may includenegligence, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform that if Seller's default is caused by the default of a Subcontractor and if subcontractor or supplier at any tier, such default arises must arise out of causes beyond the control of both the Contractor Seller and Subcontractor subcontractor or supplier, and without the fault or negligence of either of themthem and, the Contractor shall not be liable for any excess costs for failure to performprovided further, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor or supplier were not obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedulesources. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority 1. Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Order in either one any on of the following circumstances: : (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services services required by this order within the time specified herein or any extension thereof; or thereof or (2ii) if Seller fails to perform any of the Contractor fails requirements or to perform any of the other provisions of this Contract Order, or so fails to make progress as to endanger performance of this Order in accordance with its terms and conditions, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure. (b) 2. In the event the Authority Buyer terminates this Contract Order in whole or in part as provided in subparagraph (a1) above, Buyer shall have no further obligation to Seller under the terminated portion of this paragraph, the Authority Order and Buyer may procure, upon such terms items and in such manner as the Authority Buyer may deem appropriate, supplies goods or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or servicesthe same; provided, provided that the Contractor shall Seller continue the performance of this Con- tract Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder. (c) 3. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract this Order arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, act of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller. 4. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both Seller and the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor Seller shall not be liable for any excess costs for failure to perform, unless the supplies goods or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.in

Termination for Default. (a) The Authority Leidos may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSupplier, terminate the whole or any part of this Contract Subcontract in either one of the following circumstances: event Supplier (1i) if the Contractor fails to perform deliver the Services goods within the time specified herein or any extension thereof; or (2) if the Contractor or fails to perform any of the other provisions of this Contract Subcontract or so fails to make progress as to endanger performance of this Subcontract in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority Leidos specifying such failure; or (iii) becomes insolvent or the subject of proceedings under any law relating to the relief of debtors or admits in writing its inability to pay its debts as they become due. (b) In the event the Authority If Leidos terminates this Contract in whole Subcontract hereunder, Leidos may procure or in part as provided in subparagraph (a) of this paragraph, the Authority may procureotherwise obtain, upon such terms and in such manner as the Authority Leidos may deem appropriate, supplies or services goods similar to those so terminated, and the Contractor . Supplier shall be liable to the Authority Leidos for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphgoods. (c) Except with respect to the defaults of Subcontractors, the Contractor Supplier shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority Leidos, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials Leidos at or after termination, such complete or partially completed articles, property, materials, parts, tools, fixtures, plans, drawings, information and contract rights as the Contractor Supplier has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Subcontract and Leidos shall pay Supplier the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment price for completed Manufacturing Materials articles delivered to and accepted by Leidos and the Authority fair value of the other property of Supplier so requested and delivered. Supplier shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination continue performance of this Contract under Subcontract to the provisions extent not terminated. Leidos shall have no obligation to Supplier with respect to the terminated part of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractSubcontract except as herein provided.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph paragraph (c) below, by written notice of default to the ContractorContrac- tor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph paragraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraphparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. 22.1 If the Contractor (a) The Authority fails to comply with Part 4 (Technical Specifications), Part 5 (Plan of Work), and Part 6 (Contractor's Network Description) so as to significantly jeopardise the performance, operation and maintenance of the Network; or (b) fails to make progress so as to significantly jeopardise the satisfactory performance by such Contractor of its obligations under this Contract; or (c) is in material breach of any of the provisions of the Contract; or (d) intimates without lawful cause or justification that the Work will not or cannot be completed then the Purchasers may give thirty (30) days notice in writing to the Contractor to make good the neglect, failure or breach. 22.2 If the Contractor fails to comply with the notice referred to above within thirty (30) days from the date the notice was given, then the Purchasers may, subject to the provisions of subparagraph (c) belowthis Clause 22, by written notice Notice of Termination for default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failureContract. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the 22.3 The Contractor shall not be liable for in default, if any excess costs if the failure to perform the Contract arises out of causes beyond Force Majeure or the control and without the fault acts or negligence failure to act of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedulePurchasers. (d) 22.4 If this Contract is terminated as provided in subparagraph (a)sub-clause 22.2 above, the AuthorityPurchasers, in addition to any other rights provided in this subparagraphClause 22, may require the Contractor to transfer title and to deliver to the Authority Purchasers in the manner and to the extent directed by the Authority them, any Manufacturing Materials completed equipment, material of supplies, and such partially completed cable and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights as the Contractor has had specifically produced or specifically acquired for the performance of such part of this Contract as has may have been terminated; terminated and which if this Contract had been completed, would have been required to have been furnished to the Purchasers. In addition, the Contractor shall, upon the direction of the AuthorityPurchasers, protect and preserve property properly in its possession of the Contractor in which the Authority has Purchasers have an interest. Payment The Contractor shall be paid the prices specified in Part 2 (Price Schedule) for completed Manufacturing Materials equipment, material and supplies delivered and services performed, and the amounts agreed upon by the Purchasers and the Contractor for the manufacturing materials delivered to the Purchasers by the Contractor, and for the protection and preservation of property in which the Purchasers have an interest. 22.5 If the Contract is terminated in accordance with sub-clause 22.2, the Purchasers may elect to take over and to complete the Work. In such event, the Contractor, shall, without prejudice to any other rights or remedies of the Purchasers hereunder in law or in equity, be liable to the Purchasers for all costs so incurred by them in excess of the Contract Price, taking into account any sums due under this Contract to the Contractor for Work commenced, partly executed or completed and accepted by the Authority shall Purchasers or materials, plant, machinery, tools and implements and other things purchased, used or to be at used in connection with the Work. 22.6 If the Contract price. The Authority may withhold from amounts otherwise due is terminated in accordance with sub-clause 22.2, the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive relieved from any liability for damages or other remedies which may have been incurred by reason of any breach of the Contract. This shall include, but is not limited to, the invocation of the Letter of Performance Guarantee and are in addition to any other rights and remedies provided by law or under this Contractthe Letter of Guarantee Against Payment.

Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph 19 (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract in either any one of the following circumstances: : (1i) if the Contractor Seller fails to make delivery of the Goods or to perform the Services this Contract within the time specified herein by this Contract or any extension thereof; or or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period (as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure. (b) In the event the Authority Buyer terminates this Contract in whole or in part as provided in subparagraph 19 (a) of this paragraphabove, the Authority Buyer may procure, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or servicesthe same, including without limitation all costs and expenses of the type specified -0807 ¶ 10, WARRANTY; provided, that the Contractor Seller shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of in accordance with this subparagraph-0808 ¶ 19. (c) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the this Contract arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may includeare outlined in -0807 ¶ 16, but are not restricted to Force Majeure Events; provided, however, in EXCUSABLE DELAYS. In every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both Seller and the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor Seller shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Seller were obtainable from other sources in sufficient time to permit the Contractor Seller to meet the required delivery schedule. The term(s) "subcontractor(s)" shall mean Seller’s subcontractor(s) at any tier. (d) If this Contract is terminated as provided in subparagraph 19 (a)) above, the AuthorityBuyer, in addition to any other rights provided in this subparagraphContract, may require the Contractor Seller to transfer title and deliver to Buyer or the Authority Government, in the manner and to the extent directed by the Authority ▇▇▇▇▇, (i) any Manufacturing Materials completed Goods, and (ii) such partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "manufacturing materials") as the Contractor Seller has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor Seller shall, upon direction of the AuthorityBuyer, protect and preserve property in Seller’s possession of the Contractor in which Buyer or the Authority Government has an interest. Payment for completed Manufacturing Materials Goods delivered to and accepted by the Authority Buyer shall be at the Contract price. The Authority Payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property shall be in an amount agreed to by ▇▇▇▇▇ and Seller; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning -0807 ¶ 28, DISPUTES. Buyer may withhold from amounts otherwise due the Contractor Seller for such completed Manufacturing Materials Goods, supplies, or manufacturing materials such sum as the Authority Buyer determines to be necessary to protect Buyer or the Authority Government against loss because of outstanding liens or claims of former lien holdersholders or for damages otherwise caused by Seller's failure to perform its obligations under this Contract. 19 – Termination for Default (Cont.) (e) If, after notice of termination of this Contract under the provisions of this paragraph-807 ¶ 19, it is determined by the Authority for any reason that the Contractor Seller was not in default under the provisions above, or that the default was excusable under the provisions of this para- graph- 0807 ¶ 16, EXCUSABLE DELAYS, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies same as if the notice of the Authority provided in this paragraph shall not be exclusive and are in addition termination had been issued pursuant to any other rights and remedies provided by law or under this Contract.-0807 ¶ 20,

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraphparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E-Revised-5. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority mayState may terminate this Agreement, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the in whole or any part of this Contract in part, whenever either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of reasonably determines that the other provisions of this Contract party has failed to satisfactorily perform its contracted duties and does not responsibilities and is unable to cure such failure within a reasonable period of ten time as specified in writing by the State or Broker, as applicable. Such termination shall be referred to herein as “Termination for Default.” Upon reasonable determination by the State or Broker that the other party (10the “Defaulting Party”) has failed to satisfactorily perform its contracted duties and responsibilities, the Defaulting Party shall be notified in writing, by either certified or registered mail, of the failure. If the Defaulting Party is unable to cure the failure within sixty (60) days (or such longer period as following the Authority may authorize in writing) after receipt of notice from of default, unless a different time period is agreed to by the Authority specifying such failure. parties in writing, the State or Broker, as applicable, will notify the Defaulting Party that this Agreement, in whole or in part, has been terminated for default. If, after notice of Termination for Default, it is determined by the State or Broker, as applicable, or by a court of law of competent jurisdiction that the Defaulting Party was not in default or that the Defaulting Party's failure to perform or make progress in performance was due to causes beyond the control of, and without error or negligence on the part of, the Defaulting Party, the termination shall be deemed to be governed by Section 3.05.09 (bForce Majeure) of this Agreement. In the event of termination for default by the Authority terminates this Contract State, in whole full or in part as provided in subparagraph (a) of under this paragraphclause, the Authority State may procurecover, upon such terms and in such manner as is deemed appropriate by the Authority may deem appropriateState, supplies or services similar to those so terminated, and the Contractor Broker shall be liable to the Authority for any excess costs for such similar supplies or services; providedservices and all other damages allowed by law. In addition, that the Contractor Broker shall continue the performance of this Con- tract be liable to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect State for administrative costs incurred to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if procure such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the similar supplies or Services services as are needed to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interestcontinue operations. Payment for completed Manufacturing Materials delivered to and accepted such costs may be assessed against Broker's performance bond or substitute security. In the event of a termination for default by the Authority State, Broker shall be at the Contract pricepaid for any outstanding monies due less any assessed damages. The Authority may withhold If damages exceed monies due from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to invoices, collection can be necessary to protect the Authority against loss because made from Broker's performance bond, cash deposit, letter of outstanding liens credit, or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) substitute security. The rights and remedies of the Authority State provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractthe contract. Any fraudulent activities may result in criminal prosecution.

Termination for Default. (a) applicable if over $10,000). The Authority Commission may, subject to the provisions of subparagraph (c) belowherein, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either any one of the following circumstances: (1) if A. The Contractor is in material breach of any provision of this Contract; B. The Contractor makes a general assignment of this Contract for the benefit of creditors; C. The Contractor repeatedly fails to perform the Services within the time specified herein make prompt payment to Subcontractors or any extension thereoffor material or labor; or D. The Contractor disregards laws, regulations, ordinances, the orders of a legal authority, or the instructions of the Commission; and the Contractor has not remedied the breach within ten (210) days after receiving written notice from the Commission. In addition to its right to terminate the Contract for the reasons set forth above, if the Contractor fails to perform any of the other provisions of this Contract, or refuses or fails to perform the Work or any separable part, with the diligence that will ensure its completion in accordance with its terms or within the time specified in this Contract including any extension, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority Contracting Officer may authorize in writing), the Commission may, by written notice to the Contractor and with copy to surety, terminate the right to proceed with the Work (or the separable part of the Work) after receipt of notice that has been delayed. In this event, the Contractor and its sureties will be liable for any damage to the Commission resulting from the Authority specifying such failure. (b) Contractor's refusal or failure to complete the Work within the specified time or for liquidated damages for delay if liquidated damages are allowable by this Contract. This liability includes any increased costs to cover incurred by the Commission in completing the Work. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the Commission’s convenience pursuant to these General Conditions. The rights and remedies of the Commission in this Article are in addition to any other rights and remedies provided by law or under this Contract. In the event the Authority Commission terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphpart, the Authority Commission may procure, upon such terms and in such manner as the Authority Contracting Officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall will be liable to the Authority Commission for any excess costs for such similar supplies or servicesservices incurred by the Commission, including but not by way of limitation the costs of re-procurement; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraph. (c) Article. Except with respect to the defaults of Subcontractors, the Contractor shall will not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control reasonable anticipation and control, and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the Government in its sovereign capacity or the Commission in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather; provided, however, but in every case the failure to perform must be beyond the reasonable anticipation and control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor Subcontractor, and if such default arises out of causes beyond the reasonable anticipation and control of both the Contractor and Subcontractor Subcontractor, and without the fault or negligence of either of them, the Contractor shall will not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) fulfill its contractual obligations. If this Contract is terminated as provided in subparagraph (a)terminated, the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed possession of any completed or partially completed Work that has been paid for by the Authority Commission, including any Manufacturing Materials as supplies, materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights that the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and Contract, will pass to the Commission. The Contractor shall, upon direction of the Authority, shall protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as or partially completed Work and deliver the Authority determines same to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holdersCommission on reasonable demand. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority CITY may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to make delivery of the supplies or to perform the Services services within the time specified herein or any extension thereof; or (2) or if the Contractor fails to perform any of the other material provisions of the Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (business days, or such longer period as the Authority Contracting Officer may authorize in writing) , after receipt of notice from the Authority Contracting Officer specifying such failure. (b) In . If the event the Authority terminates this Contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority CITY may procure, upon such terms and in such manner as the Authority Contracting Officer may deem appropriate, supplies or services similar to those so terminated, and the . The Contractor shall be liable to the Authority CITY for any excess costs for such similar supplies or services; provided, that the Contractor and shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraph. (c) clause. Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be a cause beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor Subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor Subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources and in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority CITY shall be at the Contract price. The Authority CITY may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials supplies such sum as the Authority Contracting Officer determines to be necessary to protect the Authority CITY against loss because of outstanding liens or claims of former lien holders. (e) . If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to termination for Convenience” contained in this Exhibit E. (f) The rights and remedies convenience of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractCITY.

Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract the Order in either one any of the following circumstances: : (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services Order within the time specified herein or any extension thereof; or or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract the Order, or fails to make progress as to endanger performance of the Order in accordance with its terms, and does not cure such failure within a period of ten often (10) days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure. (b) In the event Buyer terminates the Authority terminates this Contract Order in whole or in part as provided in subparagraph (a) of this paragraphabove, the Authority Buyer may procure, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or services; providedthe same, provided that the Contractor Seller shall continue the performance of this Con- tract the Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder. (c) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract Order arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may includeinclude acts of God, or of the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but are not restricted to Force Majeure Events; provided, however, in every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule.beyond (d) If this Contract the Order is terminated as provided in subparagraph (a)) above, the AuthorityBuyer, in addition to any other rights provided in this subparagraphthese terms and conditions or available under applicable law, may require the Contractor Seller to transfer title and deliver to the Authority Buyer or its designee, in the manner and to the extent directed by the Authority Buyer, (i) any Manufacturing Materials completed goods, and (ii) such partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereafter called "manufacturing materials") as the Contractor Seller has specifically produced or specifically acquired for the performance of such part of this Contract the Order as has been terminated; , and the Contractor Seller shall, upon direction of the AuthorityBuyer, protect and preserve property in the possession of the Contractor Seller in which the Authority Buyer has an interest. Payment for completed Manufacturing Materials goods delivered to and accepted by the Authority Buyer shall be at the Contract priceprice set forth in the Order. The Authority Payment for manufacturing materials delivered to and accepted by ▇▇▇▇▇ and for the protection and preservation of property shall be in an amount agreed upon by ▇▇▇▇▇ and Seller, failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the paragraph of these terms and conditions entitled "Disputes". Buyer may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders.due (e) If, after notice of termination of this Contract the Order under the provisions of this paragraph, it is determined by the Authority for any reason that the Contractor Seller was not in default under the provisions above, or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to a termination for Convenience” contained in this Exhibit E.convenience of Buyer. (f) The rights and remedies of the Authority Buyer provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this these terms and conditions. (g) It is understood and agreed that Seller shall reimburse Buyer for reasonable attorney fees necessary incurred by ▇▇▇▇▇ in order to enforce the provisions of the Order and Contract, or to secure costs and/or damages for the breach thereof, or in pursuing any other remedy hereunder by law or in equity.

Termination for Default. (a) The Authority NJ TRANSIT may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one for any breach of the following circumstances: (1) Contract including but not limited to: if the Contractor fails to make delivery of the goods or materials or to perform the Services services within the time specified herein or any extension thereof; or (2) or if the Contractor fails to perform any of the other provisions of the Contract, so as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) calendar days (or such longer period as the Authority Contracting Officer may authorize in writing) after receipt of notice from the Authority Contracting Officer specifying such failure. (b) In . If the event the Authority terminates this Contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority NJ TRANSIT may procure, upon such terms and in such manner as the Authority Contracting Officer may deem appropriate, supplies or services items similar to those so terminated, and the . The Contractor shall be liable to the Authority NJ TRANSIT for any excess costs for such similar supplies goods, materials or services; provided, that the Contractor services and shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraph. (c) clause. Except with respect to for the defaults default of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor Subcontractor, and if such default arises out of causes beyond the control of both the Contractor and Subcontractor Subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies goods, materials or Services services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the notice of termination had been issued pursuant to Section 17, "Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract".

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any reason‐ able excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, State may terminate the Contract, in whole or any part of this Contract in either one of part, whenever the following circumstances: (1) if State determines that the Contractor fails MCO or subcontractor has failed to satisfactorily perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails its contracted duties and responsibilities and is unable to perform any of the other provisions of this Contract and does not cure such failure within a reasonable period of ten time as specified in writing by the State, taking into consideration the gravity and nature of the default. Such termination shall be referred to herein as "Termination for Default." Upon determination by the State that the MCO has failed to satisfactorily perform its contracted duties and responsibilities, the MCO shall be notified in writing, by either certified or registered mail, of the failure and of the time period of sixty (1060) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying which has been established to cure such failure. (b) . If the MCO is unable to cure the failure within the specified time period, the State will notify the MCO that the Contract, in full or in part, has been terminated for default. If, after notice of termination for default, it is determined by the State or by a court of law that the MCO was not in default or that the MCO's failure to perform or make progress in performance was due to causes beyond the control of, and without error or negligence on the part of, the MCO or any of its subcontractors, the notice of termination shall be deemed to have been issued as a termination for the convenience of the State, and the rights and obligations of the parties shall be governed accordingly. In the event the Authority terminates this Contract of termination for default, in whole full or in part part, as provided in subparagraph (a) of under this paragraphclause, the Authority State may procure, upon such terms and in such manner as is deemed appropriate by the Authority may deem appropriateState, supplies or services similar to those so terminated, and the Contractor MCO shall be liable for any costs for such similar supplies and services and all other damages allowed by law. In addition, the MCO shall be liable to the Authority State for any excess administrative costs for incurred to procure such similar supplies or services; provided, that the Contractor shall services as are needed to continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphoperations. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority Buyer may, subject after providing Seller with ten (10) calendar days written notice, and upon Seller’s failure to the provisions of subparagraph cure such default in that ten (c10) below, by written notice of default to the Contractorday period (“Cure Period”), terminate the this Purchase Order in whole or in part at any part time by notice in writing for (i) breach of this Contract in either any one or more of the following circumstances: its terms, (1ii) if the Contractor fails failure to perform the Services deliver goods or services within the time specified herein by this Purchase Order or any extension thereofwritten extension, (iii) failure to make progress so as to endanger performance of this Purchase Order, or (iv) failure to provide adequate assurance of future performance; or (2) if provided, however, there shall be no Cure Period for default related to failure to meet the Contractor fails delivery schedule or defaults incapable of cure. Buyer may also terminate this Purchase Order in whole or in part without a cure period in the event of Seller’s breach of its ethics covenants or Raytheon Supplier Code of Conduct requirements, including suspension of business, inability to perform pay debts, insolvency, appointment of a receiver, liquidator or administrator for Seller’s property or business, any assignment, reorganisation or arrangement by Seller for the benefit of its creditors, or any analogous event. In the event of partial termination, Seller is not excused from performance of the other provisions non- terminated balance of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as work under the Authority may authorize in writing) after receipt of notice from the Authority specifying such failurePurchase Order. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable addition to the Authority rights under 5(a), Buyer may Terminate for Default if the Seller or any excess costs for of its directors, officers, or employees are prevented from performing Services in the jurisdiction where work is performed or to any Government, Government Official in conjunction with an administrative, public, court or political decision or order (such similar supplies as debarment, blacklisting, country restrictions or services; providedsanctions, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphlicense withdrawal or suspension). (c) Except with respect In addition to the defaults of Subcontractorsrights under 5(a) and 5(b), the Contractor shall not be liable Buyer may Terminate for any excess costs Default if the failure Seller refuses or fails to perform the Contract arises out of causes beyond the control and without the fault cooperate with any Buyer audit or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery scheduleinvestigation. (d) In the event of ▇▇▇▇▇▇’s default hereunder, ▇▇▇▇▇ may exercise any or all rights and remedies accruing to it, both at law, including without limitation, those implied into this Purchase Order by the United Kingdom Sale of Goods Act 1979 as amended, or in equity. In addition, in the event Buyer terminates for default all or any part of this Purchase Order, Seller shall be liable for Buyer’s excess re-procurement costs, including damages resulting from Sellers default. (e) Buyer shall have the right to suspend payments where any one or more of the events in Clause 5(a) or (b) occur. (f) If this Contract Purchase Order is terminated as provided in subparagraph (a)for default, the Authority, in addition to any other rights provided in this subparagraph, Buyer may require the Contractor Seller to transfer title to, and deliver to the Authority in the manner and to the extent Buyer, as directed by the Authority ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, including but not limited to parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “Manufacturing Materials as the Contractor Materials”) that Seller has specifically produced or specifically acquired for the performance of such part terminated portion of this Contract as has been terminated; and the Contractor shall, upon Purchase Order. Upon direction of the AuthorityBuyer, Seller shall also protect and preserve property in its possession of the Contractor in which the Authority Buyer has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority 21.2.1 SAIC-F may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSubcontractor, terminate the whole or any part of this Contract Agreement, in either any one of the following circumstances: (1) if a. Subcontractor fails to make delivery of the Contractor fails goods or to perform the Services services within the time specified herein or any extension thereof; or (2) if the Contractor b. Subcontractor fails to perform any of the other provisions of this Contract Agreement in accordance with its terms and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority SAIC-F specifying such failure; or c. Subcontractor becomes insolvent or the subject of proceedings under any law relating to the relief of debtors or admits in writing its inability to pay its debts as they become due. (b) In the event the Authority terminates 21.2.2 If this Contract in whole Agreement is so terminated, SAIC-F may procure or in part as provided in subparagraph (a) of this paragraph, the Authority may procureotherwise obtain, upon such terms and in such manner as the Authority SAIC-F may deem appropriate, supplies goods or services similar to those so terminated, and the Contractor . Subcontractor shall be liable to the Authority SAIC-F for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor 21.2.3 Subcontractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority SAIC-F, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials SAIC-F at or after termination, such complete or partially completed articles, property, materials, parts, tools, fixtures, plans, drawings, information and contract rights as the Contractor Subcontractor has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Agreement, and SAIC-F will pay Subcontractor the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment contract price for completed Manufacturing Materials articles delivered to and accepted by SAIC-F and the Authority fair value of the other property of Subcontractor so requested and delivered. 21.2.4 Subcontractor shall be at continue performance of this Agreement to the Contract priceextent not terminated. SAIC-F shall have no obligation to Subcontractor with respect to the terminated part of this Agreement except as herein provided. [*]The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The Authority may withhold from amounts otherwise due confidential portions have been submitted separately to the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights Securities and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.Exchange Commission

Termination for Default. (acc) The Authority BLUEHALO may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Order in either any one of the following circumstances: (1i) if the Contractor Seller fails to perform the Services services within the time specified herein or any extension thereof; or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority BLUEHALO specifying such failure; or (iii) Seller becomes insolvent or the subject of proceedings under any law relating to the relief of debtors or admits in writing its inability to pay its debts as they become due. (bdd) In the event the Authority terminates If this Contract in whole Order is so terminated, BLUEHALO may procure or in part as provided in subparagraph (a) of this paragraph, the Authority may procureotherwise obtain, upon such terms and in such manner as the Authority BLUEHALO may deem appropriate, supplies or services similar to those so terminated, and the Contractor . Seller shall be liable to the Authority BLUEHALO for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (cee) Except with respect to the defaults of Subcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority BLUEHALO, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials BLUEHALO at or after termination, such complete or partially completed articles, property, materials, plans, drawings, information and contract rights as the Contractor Seller has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Order and BLUEHALO will pay Seller the contract price for completed services accepted by BLUEHALO and the Contractor shall, upon direction fair value of the Authority, protect other property of Seller so requested and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holdersdelivered. (eff) If, after notice of termination Seller shall continue performance of this Contract under Order to the provisions extent not terminated. BLUEHALO shall have no obligation to Seller in respect to the terminated part of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractOrder except as herein provided.

Termination for Default. (a) The Authority GRTC may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorCon- tractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) i. if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) ii. if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority GRTC may authorize in writingwrit- ing) after receipt of notice from the Authority GRTC specifying such failure. (b) In the event the Authority GRTC terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphpara- graph, the Authority GRTC may procure, upon such terms and in such manner as the Authority GRTC may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority GRTC for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority GRTC that the Contractor was not in default or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for ConvenienceCon- venience” contained in this Exhibit E. (f) E. The rights and remedies of the Authority GRTC provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by upon written notice of default to the ContractorSeller, terminate the this Order, in whole or any part of this Contract in either one of the following circumstancespart, for Seller’s default, if Seller: (1) if Fails to make delivery of the Contractor fails to perform the Services goods and/or services covered by this Order within the time specified herein or any extension thereofthereof granted by ▇▇▇▇▇ in writing and signed by an authorized representative of Buyer; or (2) if the Contractor Seller fails to perform any of the other provisions of this Contract Order or so fails to make progress thereon as to endanger performance of this Order in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) working days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure; or (3) Seller becomes insolvent or fails to provide adequate assurances of financial solvency as may be requested by ▇▇▇▇▇ when it reasonably appears to Buyer that Seller presently, or in the future, may not be financially solvent. (b) In the event the Authority terminates of termination for Seller’s default under this Contract in whole or in part article. ▇▇▇▇▇’s remedies shall be as provided in subparagraph follows: (a1) of Buyer may purchase goods and/or services covered under this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services Order similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess re-procurement costs for such similar supplies goods and/or services, payment to be made upon Buyer’s demand; and (2) If Seller’s default is the result of an excusable delay, or services; provided, if it is determined that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has Seller was not been terminated in default under the provisions of this subparagraphOrder, ▇▇▇▇▇ agrees that Seller shall receive payments in the same manner as if this Order has been terminated in accordance with Article 25 above, Termination for Convenience. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract Order is terminated as provided in subparagraph (a)for Seller’s default under this Article 26, the Authority▇▇▇▇▇, in addition to any other rights provided in this subparagraphhereunder, may require the Contractor Seller to transfer title and deliver to Buyer: (1) Any completed goods and/or service that are the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part subject of this Contract Order; (2) A complete and current manufacturing data package sufficient to enable Buyer to complete or have completed the work hereunder; (3) A non-exclusive, royalty-free license, and rights under such data and patents, if applicable, to manufacture or have manufactured or provide such goods and/or services as has been terminatedwere to be provided under this Order; and (4) Such partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, specifications, information and contract rights (hereinafter call “Manufacturing Materials”) as may be required to manufacture or provide under this Order; and the Contractor Seller shall, upon direction of the AuthorityBuyer, protect and preserve property such items in the possession of the Contractor in Seller to which the Authority Buyer has an interest. Payment for completed Manufacturing Materials delivered to and accepted by . (d) If Buyer terminates a portion of the Authority work under this Order, Seller shall be at diligently continue performance on that part of the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holdersOrder which was not terminated. (e) If, after notice of termination of Payment for completed goods and/or services delivered to Buyer pursuant to this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties Article 26 shall be those provided in accordance with the paragraph entitled “Termination prices for Convenience” contained such goods and/or services set out in this Exhibit E.Order. Payment for Manufacturing Materials delivered to Buyer, and for the protection and preservation of property or materials, shall be in an amount and upon such terms as may agreed upon by ▇▇▇▇▇ and Seller. (f) Acceptance by Buyer of late delivery of goods and/or service to be furnished under this Order shall not constitute a waiver of Buyer’s right to recover any damages incurred by Buyer which may be provided for elsewhere in this Order. (g) Attorney’s fees and litigation costs, including without limitation, court or arbitration fees and costs, incurred by Buyer in enforcing its right under this Article 26 shall be paid by Seller to Buyer upon demand. The rights and remedies of the Authority Buyer provided in this paragraph Article 26 shall not be exclusive and are in addition to any all other rights and remedies provided by law or under this ContractOrder. (h) SELLER EXPRESSLY AGREES THAT IN NO EVENT SHALL BUYER BE LIABLE UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, ANY LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, LOSS OF BUSINESS, OR LOSS OF REPUTATION AS A RESULT OF ANY CLAIM BROUGHT BY SELLER ARISING OUT OF OR RELATING TO: (i) ANY BREACH BY BUYER OF THIS AGREEMENT; (ii) ANY REPRESENTATION, STATEMENT OR NEGLIGENT ACT OR OMISSION OF BUYER; AND

Termination for Default. (a) The Authority Either Party may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractorother Party, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as if the other Party materially breaches the Contract; provided in subparagraph (a) the breaching Party does not cure the default within 10 business days after receipt of this paragraph, a notice from the Authority may procure, upon such terms and in such manner as terminating Party specifying the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor failure. Seller shall not be liable for any excess costs deemed to be in default if the delay or failure to perform the Contract arises out of from causes beyond the control and without the fault or negligence of the ContractorSeller. Such Examples of such causes may include, but are not restricted limited to: acts of God or of the public enemy; acts of the Government in either its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes; freight embargoes; unusually severe weather; acts of Purchaser; delays in transportation; equipment failure; inability to Force Majeure Eventsobtain necessary labor, equipment, materials or manufacturing facilities; providedor failure of usual sources of supply or usual modes of transportation. In the event of any such delay, howeverthe date of delivery shall be extended for a period equal to the time lost because of the delay. Notwithstanding the foregoing, if the Contract is issued in support of a U.S. Government prime contract or subcontract, the Purchaser may terminate the Contract, in every case whole or in part, if Seller fails to: (a) deliver the failure products or perform the services within the time specified in the Contract or any extension; (b) make progress, so as to must be beyond the control and without the fault endanger performance of this Contract; or negligence (c) perform any of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction material provisions of the Authority, protect and preserve property in possession Contract; provided that Seller does not cure such failure within 10 business days (or more if authorized by Purchaser) after receipt of the Contractor in which notice from Purchaser specifying the Authority has an interestfailure. Payment Purchaser must pay Seller the Contract price for completed Manufacturing Materials Products delivered to and accepted by Purchaser. In no event shall Seller’s liability to Purchaser under the Authority shall be at Contract exceed the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraphtermination, it is determined by the Authority that the Contractor Seller was not in default default, or that the default was excusable under the provisions of this para- graphexcusable, the rights and obligations of the parties Parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of same as if Purchaser materially breached the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one i. Time is of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except essence with respect to the defaults performance and completion of Subcontractors, all the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time Contractor pursuant to permit Work Authorizations issued and which specify an agreed-upon completion or delivery date. Without limiting the foregoing, the Contractor shall furnish all Services in such a manner and at such times as ATI may reasonably require. Should the Contractor at any time not carry out its material obligations under t h i s Agreement or not be providing the Services to meet be rendered hereunder in an expeditious and efficient manner, or if the required delivery schedule. Contractor shall fail in any manner to discharge any other of its obligations under this Agreement, ATI may, upon providing the Contractor with thirty (d30) days prior written notice and opportunity to cure, terminate this Agreement effective on the date following said 30-day notice and cure period (the "Termination Date"). Such termination shall not constitute a waiver or release by ATI of any claims for damages, claims for additional costs incurred by ATI to complete and/or correct the work described in this Agreement, or any other claims or actions arising under this Agreement or available at law or equity which it may have against the Contractor for its failure to perform satisfactorily any obligation hereunder, nor shall such termination pursuant to this Article 14(d) or Article 14(e) below abrogate or in any way affect the indemnification obligations of the Contractor set forth in Article 10(c) hereof. If ATI shall terminate this Contract is terminated Agreement as provided in subparagraph (a)this Article 14, no fees of any type, other than fees due and payable pursuant to Article 1 as of the Termination Date for work performed and acceptable to ATI, shall thereafter be paid to or collected by the Consultant, and ATI shall have a right to set off or otherwise recover any damages incurred by reason of the Contractor's breach hereof, together with the right to set off amounts owed to the Contractor pursuant to the indemnity provisions. In determining the amount of any payments owed to the Contractor, the Authority, in addition to any other rights provided in this subparagraph, may require value of the work performed by the Contractor prior to transfer title and deliver to termination shall be no greater than the Authority in the manner and to the extent directed value that would result by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of compensating the Contractor in which accordance with Article 1 hereof for all Services performed and expenses reimbursable in accordance with this Agreement. ii. Time is of the Authority has an interestessence with respect to the payment of the Contractor’s invoices issued pursuant to Article 1. Payment for completed Manufacturing Materials delivered Should ATI at any time fail to pay a correct invoice, the Contractor may, upon providing ATI with thirty (30) days prior written notice and accepted opportunity to cure, terminate this Agreement effective on the date following said 30-day notice and cure period (the "Termination Date"). Such termination shall not constitute a waiver or release by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due Contractor of any claims for damages, claims for additional costs incurred by the Contractor including its reasonable development, deployment, or demobilization costs, or any other claims or actions arising under this Agreement or available at law or equity which it may have against ATI for its failure to perform satisfactorily any obligation hereunder, nor shall such completed Manufacturing Materials such sum as termination pursuant to this Article 14(d) or Article below abrogate or in any way affect the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and indemnification obligations of the parties shall be those provided ATI set forth in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (fArticle 10(c) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contracthereof.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole If CONTRACTOR refuses or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does Agreement with such diligence as will ensure its completion within the time specified in this Agreement, or any extension thereof, or commits any other substantial breach of this Agreement, the Procurement Officer may notify CONTRACTOR in writing of the delay or nonperformance and, if not cure cured in ten days or any longer time specified in writing by the Procurement Officer, such failure within a period of ten (10) days (officer may terminate CONTRACTOR's rights to proceed with the Agreement or such longer period part of the Agreement as to which there has been delay or a failure to properly perform. The Unified Government shall pay CONTRACTOR the costs and expenses and reasonable profit for services performed by CONTRACTOR prior to receipt of the notice of termination; however, the Unified Government may withhold from amounts due CONTRACTOR such sums as the Authority may authorize in writing) after receipt Procurement Officer deems to be necessary to protect the Unified Government against toss caused by CONTRACTOR because of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) default. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor CONTRACTOR shall not be liable for in default by reason of any excess costs failure in performance of this Agreement in accordance with its terms if CONTRACTOR has notified the Procurement Officer within 15 days of the cause of the delay and the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence such as acts of God, acts of the Contractor. Such causes may includepublic enemy, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence act of the ContractorUnified Government and any other governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, or other labor disputes. If the failure to perform is caused by the default failure of a Subcontractor subcontractors to perform or to make progress, and if such default failure arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themsimilar to those set forth above, the Contractor CONTRACTOR shall not be liable for any excess costs for failure deemed to performbe in default, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractors were reasonably obtainable from other sources in sufficient time to permit the Contractor CONTRACTOR to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a)contract requirements Upon request of CONTRACTOR, the AuthorityProcurement Officer shall ascertain the facts and extent of such failure, in addition and, if such officer determines that any failure to perform was occasioned by any other rights provided in this subparagraphone or more of the excusable causes, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired that, but for the excusable cause, CONTRACTOR's progress and performance of such part of this Contract as has been terminated; and would have met the Contractor shall, upon direction terms of the AuthorityAgreement, protect and preserve property in possession the time for completion of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority Agreement shall be at the Contract pricerevised accordingly. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract CONTRACTOR 's right to proceed under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor CONTRACTOR was not in default or that the default was excusable under the provisions of this para- graphclause, and both the Unified Government and CONTRACTOR agree, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) same as if the notice of termination had not been issued. The rights and remedies following acts committed by CONTRACTOR will constitute a substantial breach of the Authority provided Agreement and may result in termination of the Agreement: • If CONTRACTOR is adjudged bankrupt or insolvent; • If CONTRACTOR makes a general assignment for the benefit of his creditors; • If a trustee or receiver is appointed for CONTRACTOR or any of his property; • If CONTRACTOR files a petition to take advantage of any debtor's act or to reorganize under bankruptcy or applicable laws; • If CONTRACTOR repeatedly fails to supply sufficient services; • If CONTRACTOR disregards the authority of the Procurement Officer; • Acts other than those specified may constitute substantial breach of this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a) The Authority mayState or Contractor may terminate this Agreement, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the in whole or any part of this Contract in part, whenever either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of reasonably determines that the other provisions of this Contract party has failed to satisfactorily perform its contracted duties and does not responsibilities and is unable to cure such failure within a reasonable period of ten time as specified in writing by the State or Contractor, as applicable. Such termination shall be referred to herein as “Termination for Default.” Upon reasonable determination by the State or Contractor that the other party (10the “Defaulting Party”) has failed to satisfactorily perform its contracted duties and responsibilities, the Defaulting Party shall be notified in writing, by either certified or registered mail, of the failure. If the Defaulting Party is unable to cure the failure within sixty (60) days (or such longer period as following the Authority may authorize in writing) after receipt of notice from of default, unless a different time period is agreed to by the Authority specifying such failure. (b) parties in writing, the State or Contractor, as applicable, will notify the Defaulting Party that this Agreement, in whole or in part, has been terminated for default. If, after notice of Termination for Default, it is determined by the State or Contractor, as applicable, or by a court of law of competent jurisdiction that the Defaulting Party was not in default or that the Defaulting Party's failure to perform or make progress in performance was due to causes beyond the control of, and without error or negligence on the part of, the Defaulting Party, the termination shall be deemed to be governed by Section 3.05.09 of this Agreement. In the event of termination for default by the Authority terminates this Contract State, in whole full or in part as provided in subparagraph (a) of under this paragraphclause, the Authority State may procurecover, upon such terms and in such manner as is deemed appropriate by the Authority may deem appropriateState, supplies or services similar to those so terminated, and the Contractor shall be liable for any costs for such similar supplies or services and all other damages allowed by law. In addition, Contractor shall be liable to the Authority State for any excess administrative costs for incurred to procure such similar supplies or services; providedservices as are needed to continue operations. In the event of a termination for default by the State, that the Contractor shall continue be paid for any outstanding monies due less any assessed damages. The rights and remedies of the performance of State provided in this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor clause shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control exclusive and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights and remedies provided by law or under the contract. In the event of Termination for Default by Contractor, in whole or in part as provided under this clause, Contractor immediately may close to new enrollment has been initiated but not yet completed as of the date specified in the notice of termination), without reduction of the premium rate for the then-current enrollees as provided in this subparagraph, may require Attachment E: Capitation Rates. Contractor shall be paid for any capitation or other monies due through the Contractor to transfer title and deliver to the Authority date specified in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination termination, including risk sharing payment, within 90 days of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) termination. The rights and remedies of the Authority Contractor provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement. Any fraudulent activities may result in criminal prosecution.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if a. If the Contractor fails to perform the Services within the time specified herein refuses or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does Agreement with such diligence as will ensure its completion within the time specified in this Agreement, or any extension thereof, or commits any other substantial breach of this Agreement, the Procurement Officer may notify the Contractor in writing of the delay or nonperformance and, if not cure cured in ten days or any longer time specified in writing by the Procurement Officer, such failure within a period of ten (10) days (officer may terminate the Contractor's rights to proceed with the Agreement or such longer period part of the Agreement as to which there has been delay or a failure to properly perform. b. The Unified Government shall pay the Contractor the costs and expenses and reasonable profit for services performed by the Contractor prior to receipt of the notice of termination; however, the Unified Government may withhold from amounts due the Contractor such sums as the Authority may authorize in writing) after receipt Procurement Officer deems to be necessary to protect the Unified Government against loss caused by the Contractor because of notice from the Authority specifying such failuredefault. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) c. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for in default by reason of any excess costs failure in performance of this Agreement in accordance with its terms if the Contractor has notified the Procurement Officer within 15 days of the cause of the delay and the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence such as acts of God, acts of the Contractor. Such causes may includepublic enemy, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence act of the ContractorUnified Government and any other governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, or other labor disputes. If the failure to perform is caused by the default failure of a Subcontractor subcontractor to perform or to make progress, and if such default failure arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themsimilar to those set forth above, the Contractor shall not be liable for any excess costs for failure deemed to performbe in default, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were reasonably obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedulecontract requirements. Upon request of the Contractor, the Procurement Officer shall ascertain the facts and extent of such failure, and, if such officer determines that any failure to perform was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, the Contractor's progress and performance would have met the terms of the Agreement, the time for completion of the Agreement shall be revised accordingly. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) d. If, after notice of termination of this Contract the Contractor's right to proceed under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default or that the default was excusable under the provisions of this para- graphclause, and both the Unified Government and the Contractor agree, the rights and obligations of the parties shall be those provided the same as if the notice of termination had not been issued. e. The following acts committed by the Contractor will constitute a substantial breach of the agreement and may result in termination of the paragraph entitled “Termination for Convenience” contained in this Exhibit E.agreement. (f1) The rights and remedies If the Contractor is adjudged bankrupt or insolvent; (2) If the Contractor makes a general assignment for the benefit of his creditors; (3) If a trustee or receiver is appointed for the Contractor; (4) If the Contractor files a petition to reorganize under bankruptcy or applicable laws; (5) If the Contractor repeatedly fails to supply services required under the Agreement; (6) If the Contractor disregards the authority of the Authority provided in Procurement Officer. Acts other than those specified may constitute substantial breach of this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a) The Authority 1. Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Order in either one any on of the following circumstances: : (1i) if Seller fails to make delivery of the Contractor fails goods or to perform the Services services required by this order within the time specified herein or any extension thereof; or thereof or (2ii) if Seller fails to perform any of the Contractor fails requirements or to perform any of the other provisions of this Contract Order, or so fails to make progress as to endanger performance of this Order in accordance with its terms and conditions, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure. (b) 2. In the event the Authority Buyer terminates this Contract Order in whole or in part as provided in subparagraph (a1) above, Buyer shall have no further obligation to Seller under the terminated portion of this paragraph, the Authority Order and Buyer may procure, upon such terms items and in such manner as the Authority Buyer may deem appropriate, supplies goods or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or servicesthe same; provided, provided that the Contractor shall Seller continue the performance of this Con- tract Order to the extent, if any, it has extent not been terminated under the provisions of this subparagraphhereunder. (c) 3. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract this Order arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may include, but are not restricted to Force Majeure Events; providedlimited to, howeveracts of God, or of the public enemy, act of the Government in either its sovereign or contractual capacity, fires, flood, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but in every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller. 4. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both Seller and the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor Seller shall not be liable for any excess costs for failure to perform, unless the supplies goods or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor Seller to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holdersterm “subcontractor(s)” shall mean subcontractor(s) at any tier. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph paragraph (c) below, by written notice of default to the ContractorContrac- tor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph paragraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E-Revised-5. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if If the Contractor fails to perform the Services within the time specified herein refuses or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does Agreement with such diligence as will ensure its completion within the time specified in this Agreement, or any extension thereof, or commits any other substantial breach of this Agreement, the Procurement Officer may notify the Contractor in writing of the delay or nonperformance and, if not cure cured in ten days or any longer time specified in writing by the Procurement Officer, such failure within a period of ten (10) days (officer may terminate the Contractor's rights to proceed with the Agreement or such longer period part of the Agreement as to which there has been delay or a failure to properly perform. The Unified Government shall pay the Contractor the costs and expenses and reasonable profit for services performed by the Contractor prior to receipt of the notice of termination; however, the Unified Government may withhold from amounts due the Contractor such sums as the Authority may authorize in writing) after receipt of notice from Procurement Officer deems to be necessary to protect the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and Unified Government against toss caused by the Contractor shall be liable to because of the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) default. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for in default by reason of any excess costs failure in performance of this Agreement in accordance with its terms if the Contractor has notified the Procurement Officer within 15 days of the cause of the delay and the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence such as acts of God, acts of the Contractor. Such causes may includepublic enemy, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence act of the ContractorUnified Government and any other governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, or other labor disputes. If the failure to perform is caused by the default failure of a Subcontractor subcontractor to perform or to make progress, and if such default failure arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themsimilar to those set forth above, the Contractor shall not be liable for any excess costs for failure deemed to performbe in default, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractor were reasonably obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a)contract requirements Upon request of the Contractor, the AuthorityProcurement Officer shall ascertain the facts and extent of such failure, in addition and, if such officer determines that any failure to perform was occasioned by any other rights provided in this subparagraphone or more of the excusable causes, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired that, but for the excusable cause, the Contractor's progress and performance of such part of this Contract as has been terminated; and would have met the Contractor shall, upon direction terms of the AuthorityAgreement, protect and preserve property in possession the time for completion of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority Agreement shall be at the Contract pricerevised accordingly. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract the Contractor's right to proceed under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default or that the default was excusable under the provisions of this para- graphclause, and both the Unified Government and the Contractor agree, the rights and obligations of the parties shall be the same as if the notice of termination had not been issued. The following acts committed by the Contractor will constitute a substantial breach of the Agreement and may result in termination of the Agreement: If the Contractor is adjudged bankrupt or insolvent; If the Contractor makes a general assignment for the benefit of his creditors; If a trustee or receiver is appointed for the Contractor or any of his property; If the Contractor files a petition to take advantage of any debtor's act or to reorganize under bankruptcy or applicable laws; If the Contractor repeatedly fails to supply sufficient services; If the Contractor disregards the authority of the Procurement Officer; Acts other than those provided specified may constitute substantial breach of this Agreement. Termination for Convenience The Procurement Officer may, when the interests of the Unified Government so require, terminate this contract in whole or in part, for the convenience of the Unified Government. The Procurement Officer shall give written notice of the termination to the Contractor specifying the part of the contract terminated and when termination becomes effective. The Contractor shall incur no further obligations in connection with the terminated work and on the date set in the paragraph entitled “Termination notice of termination the Contractor will stop work to the extent specified. The Procurement Officer shall pay the Contractor the following amounts: All costs and expenses incurred by the Contractor for Convenience” contained in this Exhibit E. (f) The rights and remedies work accepted by the Unified Government prior to the Contractor's receipt of the Authority provided in this paragraph notice of termination, plus a reasonable profit for said work. All costs and expenses incurred by the Contractor for work not yet accepted by the Unified Government but performed by the Contractor prior to receipt of the notice of termination, plus a reasonable profit for said work. Anticipatory profit for work and services not performed by the Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractallowed.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereofthereof and such failure is due to circumstances within Contractor’s or Contractor’s subcontractor’s control; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, appropriate supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or servicesservices up to the fees the Authority would have paid the Contractor for the Services being terminated; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E - Revised-2. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority mayCompany reserves the right to terminate this Agreement for default, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the in whole or any part of this Contract in either one of the following circumstances: part, if Seller (1) if fails to supply enough properly skilled workers or proper materials or equipment so as to endanger performance of this Agreement; (2) fails to make payment to subcontractors for materials or labor in accordance with the Contractor respective agreements between the Seller and the subcontractors; (3) disregards applicable laws, orders, regulations, rulings, or instructions of the Company; (4) fails to adhere to the time specified in this Agreement for performance of services or delivery of supplies; (5) fails to comply with any of the terms of this Agreement; or (6) fails to perform the Services within the time specified herein satisfactorily under this Agreement. In that event, Company shall not be liable for any services or any extension thereof; or supplies not accepted. The Company’s right to terminate this Agreement under (1), (2), (3), (5), or (6) of this paragraph (a) may be exercised if the Contractor fails to perform any of the other provisions of this Contract and Seller does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority Company specifying such the failure. (b) In If this Agreement is terminated for default, Company may require Seller to deliver to Company any supplies and materials, manufacturing materials, and manufacturing drawings, and contract rights that Seller has specifically produced or acquired for the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) terminated portion of this paragraph, Agreement. Company shall pay the Authority may procure, agreed-upon such terms price for services performed and accepted in such manner as addition to completed supplies delivered and accepted. Company and Seller shall agree on the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority amount of payment for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphall other deliverables. (c) Except with respect to the for defaults of Subcontractorssub-tier subcontractors, the Contractor Seller shall not be liable for any excess costs in default because of failure to perform if the failure arises from causes beyond Seller’s reasonable control and without its fault or negligence. Seller will not be deemed to be in default for failure to perform caused by the Contract arises out failure of causes a sub-tier subcontractor if the failure was beyond the control of both Seller and sub-tier subcontractor and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventseither; provided, however, Seller will be in every case the failure default if Company directed Seller to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the purchase these supplies or Services services from another source and Seller failed to comply. A termination which was originally determined to be furnished by for default shall be treated as a termination for convenience if the Subcon- tractor were obtainable from other sources Seller was not in sufficient time to permit the Contractor to meet the required delivery scheduledefault. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided Company in this paragraph shall not be exclusive and clause are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a) The Authority COUNTY may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorVENDOR, terminate the whole or any part of this Contract Master Agreement if, in either one the judgment of the following circumstancesCOUNTY's Purchasing Agent: (1) if the Contractor A. VENDOR has materially breached this Master Agreement as elsewhere provided herein: or B. VENDOR fails to timely provide and/or satisfactorily perform the Services within the time specified herein any task, deliverable, service, or any extension thereofother work required under this Master Agreement hereunder; or (2) if the Contractor fails to perform C. VENDOR has assigned or delegated its duties or subcontracted any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor Agreement without prior written consent by COUNTY as elsewhere provided. VENDOR shall not be liable for any excess costs if the If its failure to perform the Contract under this Master Agreement, arises out of from force majeure, i.e., causes beyond the control and without the fault or negligence of the ContractorVENDOR. Such causes may include, but are not restricted to Force Majeure Eventsnecessarily limited to: acts of God or of the public enemy, acts of COUNTY in either its sovereign or contractual capacity, acts of Federal or State Governments in their sovereign capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case case, the failure to perform must be beyond the control and without the fault or negligence of the ContractorVENDOR. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both the Contractor VENDOR and Subcontractor subcontractor, and without the fault or negligence of either of themeither, the Contractor VENDOR shall not be liable for any such excess costs for failure to perform, unless the supplies goods or Services services to be furnished by the Subcon- tractor subcontractor were obtainable from other sources in sufficient time to permit the Contractor VENDOR to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided requirements. As used in this subparagraph, may require subparagraph the Contractor to transfer title terms "subcontractor" and deliver to the Authority in the manner and to the extent directed by the Authority "subcontractors" mean subcontractor(s) at any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interesttier. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after COUNTY has given notice of termination of this Contract under the provisions of this paragraphParagraph 17.0, it is determined by the Authority COUNTY that the Contractor VENDOR was not in default under these provisions, or that the default was excusable under the provisions of this para- graphthese provisions, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the notice of termination had been issued pursuant to Paragraph 18.0 (Termination for Convenience” contained in this Exhibit E. (f) ). The rights and remedies of the Authority COUNTY provided in this paragraph shall not be Paragraph 17.0 are non-exclusive and are in addition to any other rights and remedies provided by law or under this Contractcumulative.

Termination for Default. (a) The Authority may, subject to Time is of the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of essence for this Contract in either one Agreement. Each of the following circumstancesshall be considered a "Default" by Tenant of this Lease: (1i) if If the Contractor fails Tenant shall fail to perform pay rent, leasehold excise tax, and other legitimate costs as set forth herein, after ten (10) days' written notice, the Services within Port may, at is option, declare this Lease cancelled and forfeited, and the time specified herein Tenant's right to possession ended. The Port may re-enter said Premises with or any extension without process of law and take possession thereof; or. (2ii) if If the Contractor fails Tenant shall fail to keep and perform any of the other provisions of this Contract non-financial covenants or agreements herein contained and does not cure shall fail to remedy any such failure Default thereof within a period of ten (10) days after written notice thereof by the Port to Tenant (or if the Default is a character which cannot be remedied within ten (10) days after such longer period as notice, then if the Authority may authorize in writingTenant shall fail to commence to remedy such Default within such ten (10) after receipt of notice from the Authority specifying days and thereafter proceed diligently and continuously to remedy such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphDefault), the Authority Port may procure, upon such terms at its option declare this Lease cancelled and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor forfeited. The Port shall not be liable for any excess costs if damage by reason of such re-entry or forfeiture. If upon such a re-entry there remains any personal property of the failure to perform Tenant, or of any other person, upon the Contract arises out of causes beyond Premises, the control and Port may, but without the fault obligation to do so, remove said personal property and hold it for the owner thereof. Or the Port may place the same in a public garage or negligence warehouse, all at the expense and risk of the Contractorowners thereof. Such causes may includeThe Tenant shall reimburse the Port for any expense incurred by the Port in connection with such removal and storage. The Port shall have the right to sell such stored property, but are not restricted without notice to Force Majeure Events; providedthe Tenant, howeverafter it has been stored for a period of thirty (30) days or more. The proceeds of such sale to be applied first to the costs of such sale, in every case second to the failure to must be beyond the control and without the fault or negligence payment of the Contractorcharges for storage, and third to the payment of any other amounts which may be then due from the Tenant to the Port. If The balance, if any, shall be paid to the failure to perform is caused by the default of a Subcontractor and if Tenant. Notwithstanding any such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themre-entry, the Contractor liability of Tenant for the full rental provided for herein shall not be liable extinguished for the balance of the term of this Lease. The Tenant shall make good to the Port any excess costs for failure to perform, unless deficiency arising from a reletting of the supplies or Services to be furnished Premises at a lesser rental than that thereinbefore agreed upon. The Tenant shall pay such deficiency upon demand by the Subcon- tractor were obtainable from other sources in sufficient time to permit Port after the Contractor to meet the required delivery schedule. (d) If this Contract amount thereof is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed ascertained by the Authority any Manufacturing Materials as the Contractor has specifically produced Port. If Port defaults or specifically acquired for the performance of such part is in breach of this Contract as has been terminated; and the Contractor shallLease, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered Tenant is entitled to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and all remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided allowed by law or under this Contractin equity, including injunctive relief.

Termination for Default. (a) The Authority GRTC may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) i. if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) ii. if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority GRTC may authorize in writing) after receipt of notice from the Authority GRTC specifying such failure. (b) In the event the Authority GRTC terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority GRTC may procure, upon such terms and in such manner as the Authority GRTC may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority GRTC for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the AuthorityGRTC, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority GRTC in the manner and to the extent directed by the Authority GRTC any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the AuthorityGRTC, protect and preserve property in possession of the Contractor in which the Authority GRTC has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority GRTC shall be at the Contract price. The Authority GRTC may withhold from amounts otherwise due the Contractor for such completed Manufacturing Manufac- turing Materials such sum as the Authority GRTC determines to be necessary to protect the Authority GRTC against loss because of outstanding liens or claims of former lien holders. (ed) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority GRTC that the Contractor was not in default or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for ConvenienceCon- venience” contained in this Exhibit E. (f) E. The rights and remedies of the Authority GRTC provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority Upon an Event of Default, MSA may, subject to the provisions of subparagraph paragraph (c3) belowof this Section, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failurecontract. (b) 20.3.1 In the event the Authority MSA terminates this Contract contract in whole or in part as provided in subparagraph (a) paragraph 1 of this paragraphSection, the Authority MSA may procure, procure substitute performance upon such terms and in such whatever manner as the Authority Project Manager may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority MSA for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause. (c) 20.3.2 Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the State in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule. (d) 20.3.3 If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of MSA, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." 20.3.4 If this Contract contract is terminated as provided in subparagraph (a)paragraph 1 of this Section, the AuthorityMSA, in addition to any other rights provided in this subparagraph, Section may require the Contractor to transfer title and deliver to the Authority MSA, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials Project Manager, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of such part the work terminated by the Notice of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to MSA; and the Contractor shall, upon direction of the AuthorityProject Manager, protect and preserve property in the possession of the Contractor in which the Authority MSA has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority MSA shall be at actual cost. Payment for manufacturing materials delivered to and accepted by MSA and for the Contract price. The Authority protection and preservation of property shall be in an amount agreed upon by the Contractor and Project Manager; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." MSA may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority Project Manager determines to be necessary to protect the Authority MSA against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) 20.3.5 The rights and remedies of the Authority MSA provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. 20.3.6 As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier. 20.3.7 Prior to and after the Contract completion date, MSA may withhold an amount equal to liquidated damages whenever the progress of construction is such that, due to the fault or responsibility of the Contractor, the Contractor, in the judgment of MSA, is behind schedule so as not reasonably to be able to complete the contract on time. Due account may be taken of excusable delays and for delays for which MSA or its direct agents or contractors are responsible subject to the provisions of Section 11.2. 20.3.8 If the Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence as shall insure its completion within the time specified in this Contract, or any extension thereof, or fails to complete said work within this time, MSA may, by written notice to the Contractor, terminate the Contractor’s right to proceed with the work or the part of the work as to which there has been delay. In this event MSA may take over the work and prosecute the same to completion, by contract or otherwise, and may take possession of and utilize in completing the work the materials, appliances, and plant as may be on the site of the work and necessary therefor. Whether or not the Contractor’s right to proceed with the work is terminated, the Contractor and its sureties shall be liable for any damage to MSA resulting from the Contractor’s refusal or failure to complete the Work within the specified time.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph paragraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to make delivery of the supplies or to perform the Services Work within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph paragraph (a) of this paragraphclause, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraphparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; Events provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraphparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E.E-Revised-5. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. If Subcontractor materially breaches any term of this Subcontract, Contractor may terminate for default the Subcontract or any part thereof, as determined by Contractor in its sole discretion. Contractor may also terminate this Subcontract for default, in whole or in part, if: (a) The Authority mayWork, subject or any part thereof, is not commenced or prosecuted by Subcontractor in accordance with the Subcontract Schedule and in sufficient time for Contractor to meet its schedule under the provisions of subparagraph Prime Contract; (b) Subcontractor fails or refuses to comply with Contractor’s written orders or directions; (c) below, by written notice of default to Subcontractor delays or interferes with the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances:Prime Work; (1d) if the Contractor Subcontractor fails to perform pay its subcontractors, laborers, materialmen, or others to whom it may be indebted when such debts become due; (e) Subcontractor fails to comply with the Services within requirements of any federal, state, or local law, regulations, or other legal requirement, including the time specified herein or any extension thereofrequirement to provide certified copies of payroll; (f) Subcontractor fails to furnish adequate assurances, as determined in Contractor’s discretion, of its ability to duly and timely complete the Work; or (2g) if Any petition for Subcontractor’s bankruptcy, or any other insolvency proceedings, is filed or commenced by or against Subcontractor; a receiver is appointed for Subcontractor; or Subcontractor makes an assignment for the benefit of its creditors. 10.1.1 Contractor fails will provide written notice of any default to perform any of the other provisions of this Contract and Subcontractor. If Subcontractor does not cure such failure or substantially commence cure within a period of ten (10) 3 days (or such longer period as the Authority may authorize in writing) after receipt of notice from of default and thereafter continuously and diligently proceed to cure the Authority specifying default, Contractor may terminate this Subcontract for default. Contractor’s failure to provide notice of a default within a certain time period shall not waive its right to do so thereafter during any time such failuredefault continues to exist and shall not relieve Subcontractor of any of its obligations under this Subcontract. 10.1.2 Contractor may take over and complete any Work not completed by Subcontractor prior to termination under this section (“Terminated Work”) or, at its option, employ others to complete the Terminated Work. Contractor, or anyone employed on Contractor’s behalf to complete the Terminated Work, may use any major equipment or materials provided by Subcontractor until all Terminated Work has been completed. After the Terminated Work has been completed, Subcontractor may remove such equipment or materials that remain, but neither Contractor nor any person employed on Contractor’s behalf to complete the Terminated Work is liable for ordinary wear and tear. Subcontractor shall reimburse Contractor for all costs to complete the Terminated Work, including the following: (a) the actual and necessary expense of completing the Terminated Work (including all charges of any person employed to finish the Work); (b) In attorneys’ fees incurred by Contractor in exercising its rights under this section; (c) damages incurred by Contractor, Owner, or any other subcontractor or contractor working on the event Project through Subcontractor’s default; and (d) 10% of direct costs for overhead if Contractor completes the Authority terminates this Contract in whole or in part as provided in subparagraph Work itself (items (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphthrough (d) hereinafter “Completion Costs”). (c) Except with respect 10.1.3 If this Subcontract is terminated for default, Subcontractor is not entitled to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence further payment until all of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, Terminated Work is completed and Contractor has received payment in every case the failure to must be beyond the control and without the fault or negligence of the Contractorfull therefor from Owner. If the failure Subcontract Price less all previous payments made to perform is caused Subcontractor exceeds the Completion Costs, such excess shall be paid by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet Subcontractor. If such Completion Costs plus all previous payments made to Subcontractor exceeds the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a)Subcontract Price, Subcontractor shall pay the Authority, in addition difference to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and Contractor. Except to the extent directed prohibited by any applicable statute, Contractor shall have the Authority right to set off against any Manufacturing Materials as the other balances and obligations due or to become due to Subcontractor under any other subcontract(s) between Contractor has specifically produced or specifically acquired for the performance its affiliates and Subcontractor. This right of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority set off shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines deemed to be necessary to protect the Authority against loss because of outstanding liens included and incorporated in every other subcontract between Contractor or claims of former lien holdersits affiliates and Subcontractor as an amendment in writing thereto. (e) If, after notice of termination of 10.1.4 If this Contract under the provisions of this paragraph, Subcontract is terminated for default and it is determined by the Authority that the Contractor such termination was not in default improper or that the default was excusable under the provisions of this para- graphwrongful, the rights and obligations termination shall then be deemed to be a termination for convenience, but no pre-judgment or other interest shall apply in respect of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractpayment due Subcontractor thereunder.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if If the Contractor fails to perform the Services within the time specified herein refuses or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does Agreement with such diligence as will ensure its completion within the time specified in this Agreement, or any extension thereof, or commits any other substantial breach of this Agreement, the Procurement Officer may notify the Contractor in writing of the delay or nonperformance and, if not cure cured in ten days or any longer time specified in writing by the Procurement Officer, such failure within a period of ten (10) days (officer may terminate the Contractor's rights to proceed with the Agreement or such longer period part of the Agreement as to which there has been delay or a failure to properly perform. The Unified Government shall pay the Contractor the costs and expenses and reasonable profit for services performed by the Contractor prior to receipt of the notice of termination; however, the Unified Government may withhold from amounts due the Contractor such sums as the Authority may authorize in writing) after receipt of notice from Procurement Officer deems to be necessary to protect the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and Unified Government against toss caused by the Contractor shall be liable to because of the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) default. Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for in default by reason of any excess costs failure in performance of this Agreement in accordance with its terms if the Contractor has notified the Procurement Officer within 15 days of the cause of the delay and the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence such as acts of God, acts of the Contractor. Such causes may includepublic enemy, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence act of the ContractorUnified Government and any other governmental entity in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, or other labor disputes. If the failure to perform is caused by the default failure of a Subcontractor subcontractors to perform or to make progress, and if such default failure arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themsimilar to those set forth above, the Contractor shall not be liable for any excess costs for failure deemed to performbe in default, unless the supplies or Services services to be furnished by the Subcon- tractor subcontractors were reasonably obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a)contract requirements Upon request of the Contractor, the AuthorityProcurement Officer shall ascertain the facts and extent of such failure, in addition and, if such officer determines that any failure to perform was occasioned by any other rights provided in this subparagraphone or more of the excusable causes, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired that, but for the excusable cause, the Contractor's progress and performance of such part of this Contract as has been terminated; and would have met the Contractor shall, upon direction terms of the AuthorityAgreement, protect and preserve property in possession the time for completion of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority Agreement shall be at the Contract pricerevised accordingly. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract the Contractor's right to proceed under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default or that the default was excusable under the provisions of this para- graphclause, and both the Unified Government and the Contractor agree, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) same as if the notice of termination had not been issued. The rights and remedies following acts committed by the Contractor will constitute a substantial breach of the Authority provided Agreement and may result in termination of the Agreement:  If the Contractor is adjudged bankrupt or insolvent;  If the Contractor makes a general assignment for the benefit of his creditors;  If a trustee or receiver is appointed for the Contractor or any of his property;  If the Contractor files a petition to take advantage of any debtor's act or to reorganize under bankruptcy or applicable laws;  If the Contractor repeatedly fails to supply sufficient services;  If the Contractor disregards the authority of the Procurement Officer;  Acts other than those specified may constitute substantial breach of this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a) The Authority ‌ Upon an Event of Default, MSA may, subject to the provisions of subparagraph paragraph (c3) belowof this Section, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failurecontract. (b) 20.3.1 In the event the Authority MSA terminates this Contract contract in whole or in part as provided in subparagraph (a) paragraph 1 of this paragraphSection, the Authority MSA may procure, procure substitute performance upon such terms and in such whatever manner as the Authority Project Manager may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority MSA for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause. (c) 20.3.2 Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the State in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule. (d) 20.3.3 If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of MSA, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." 20.3.4 If this Contract contract is terminated as provided in subparagraph (a)paragraph 1 of this Section, the AuthorityMSA, in addition to any other rights provided in this subparagraph, Section may require the Contractor to transfer title and deliver to the Authority MSA, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials Project Manager, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of such part the work terminated by the Notice of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to MSA; and the Contractor shall, upon direction of the AuthorityProject Manager, protect and preserve property in the possession of the Contractor in which the Authority MSA has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority MSA shall be at actual cost. Payment for manufacturing materials delivered to and accepted by MSA and for the Contract price. The Authority protection and preservation of property shall be in an amount agreed upon by the Contractor and Project Manager; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." MSA may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority Project Manager determines to be necessary to protect the Authority MSA against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) 20.3.5 The rights and remedies of the Authority MSA provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. 20.3.6 As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier. 20.3.7 Prior to and after the Contract completion date, MSA may withhold an amount equal to liquidated damages whenever the progress of construction is such that, due to the fault or responsibility of the Contractor, the Contractor, in the judgment of MSA, is behind schedule so as not reasonably to be able to complete the contract on time. Due account may be taken of excusable delays and for delays for which MSA or its direct agents or contractors are responsible subject to the provisions of Section 11.2. 20.3.8 If the Contractor refuses or fails to prosecute the work, or any separable part thereof, with such diligence as shall insure its completion within the time specified in this Contract, or any extension thereof, or fails to complete said work within this time, MSA may, by written notice to the Contractor, terminate the Contractor’s right to proceed with the work or the part of the work as to which there has been delay. In this event MSA may take over the work and prosecute the same to completion, by contract or otherwise, and may take possession of and utilize in completing the work the materials, appliances, and plant as may be on the site of the work and necessary therefor. Whether or not the Contractor’s right to proceed with the work is terminated, the Contractor and its sureties shall be liable for any damage to MSA resulting from the Contractor’s refusal or failure to complete the Work within the specified time.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, MTS may terminate the whole or any part of this Contract Contractor's performance in either any one of the following circumstances: (1) A. if the Contractor fails to make delivery or fails to perform the Services within the time specified herein or any extension thereof; or (2) B. if the Contractor delivers nonconforming goods; or C. if Contractor fails to perform any of in accordance with the other provisions of this Contract Agreement, or so fails to make progress as to endanger performance of this Agreement in accordance with its terms. In the event of any such failure, MTS will provide Contractor with notice of the nature of the failure and MTS's intention to terminate for default. In the event Contractor does not cure such failure within a period of ten (10) calendar days (or of such longer period as the Authority may authorize in writing) after receipt notice, MTS will provide Contractor with written Notice of notice from the Authority specifying such failure. (b) Termination for Default. In the event the Authority MTS terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraphherein, the Authority MTS may procure, upon such terms terms, and in such manner as the Authority MTS may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority MTS for any excess costs for such similar supplies or services; provided, that the and Contractor shall continue the performance of this Con- tract Agreement to the extent, if any, it has extent not been terminated under the provisions of this subparagraph. (c) Except clause. In the event of Contractor's default, Contractor agrees to mitigate damages by cooperating with respect to the defaults MTS in transferring information and disposing of Subcontractors, the Contractor shall not be liable goods in process or MTS's materials as MTS may reasonably request. If after Notice of Termination for Default it is determined for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are reason that Contractor was not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall be those provided in the paragraph entitled “same as if the Notice of Termination had been issued pursuant to the Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractConvenience clause.

Termination for Default. (a) The Authority mayCompany reserves the right to terminate this Agreement for default, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the in whole or any part of this Contract in either one of the following circumstances: part, if Seller (1) if fails to supply enough property skilled workers or proper materials or equipment so as to endanger performance of this Agreement; (2) fails to make payment to subcontractors for materials or labor in accordance with the Contractor respective agreements between the Seller and the subcontractors; (3) disregards applicable laws, orders, regulations, rulings, or instructions of the Company; (4) fails to adhere to the time specified in this Agreement for performance of services or delivery of supplies; (5) fails to comply with any of the terms of this Agreement; or (6) fails to perform the Services within the time specified herein satisfactorily under this Agreement. In that event, Company shall not be liable for any services or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does supplies not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failureaccepted. (b) In If this Agreement is terminated for default, Company may require Seller to deliver to Company any supplies and materials, manufacturing materials, and manufacturing drawings, and contract rights that Seller has specifically produced or acquired for the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) terminated portion of this paragraph, Agreement. Company shall pay the Authority may procure, agreed-upon such terms price for services performed and accepted in such manner as addition to completed supplies delivered and accepted. Company and Seller shall agree on the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority amount of payment for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphall other deliverables. (c) Except with respect to the for defaults of Subcontractorssub-tier subcontractors, the Contractor Seller shall not be liable for any excess costs in default because of failure to perform if the failure arises from causes beyond Seller’s reasonable control and without its fault or negligence. Seller will not be deemed to be in default for failure to perform caused by the Contract arises out failure of causes a sub-tier subcontractor if the failure was beyond the control of both Seller and sub-tier subcontractor and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventseither; provided, however, Seller will be in every case the failure default if Company directed Seller to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the purchase these supplies or Services services from another source and Seller failed to comply. A termination which was originally determined to be furnished by for default shall be treated as a termination for convenience if the Subcon- tractor were obtainable from other sources Seller was not in sufficient time to permit the Contractor to meet the required delivery scheduledefault. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided Company in this paragraph shall not be exclusive and clause are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a1) The Authority State may, subject to the provisions of subparagraph paragraph (c3) belowof this regulation, by written notice of default to the Contractor, terminate the whole or any part of this Contract contract in either any one of the following circumstances: (1a) if If the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2b) if If the Contractor fails to perform any of the other provisions of this Contract contract, or so fails to make progress as to endanger performance of this contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) 10 days (or such longer period as the Authority procurement officer may authorize in writing) after receipt of notice from the Authority procurement officer specifying such failure. (b2) In the event the Authority State terminates this Contract contract in whole or in part as provided in subparagraph paragraph (a1) of this paragraphclause, the Authority State may procure, procure substitute performance upon such terms and in such whatever manner as the Authority procurement officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority State for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor shall continue the performance of this Con- tract contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause. (c3) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the State in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor to meet the required delivery performance schedule. (d4) If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this contract under the provisions of this clause, it is determined for any reason that the Contractor was not in default under the provisions of this clause, and if this contract does not contain a clause providing for termination for convenience of the State, the contract shall be equitably adjusted to compensate for such termination and the contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." (5) If this Contract contract is terminated as provided in subparagraph paragraph (a)1) of this clause, the AuthorityState, in addition to any other rights provided in this subparagraphclause, may require the Contractor to transfer title and deliver to the Authority State, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials procurement officer, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of, the work terminated by the Notice of such part of this Contract as has Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the contract had been terminatedcompleted, would have been required to be furnished to the State; and the Contractor shall, upon direction of the Authorityprocurement officer, protect and preserve property in the possession of the Contractor in which the Authority State has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority State shall be at the Contract contract price. Payment for manufacturing materials delivered to and accepted by the State and for the protection and preservation of property shall be in an amount agreed upon by the Contractor and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." The Authority State may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials hereunder such sum as the Authority procurement officer determines to be necessary to protect the Authority State against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f6) The rights and remedies of the Authority State provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract. (7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier."

Termination for Default. (a) The Authority GRTC may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) : if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) or if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten (10) days (or such longer period as the Authority GRTC may authorize in writing) after receipt of notice from the Authority GRTC specifying such failure. (b) . In the event the Authority GRTC terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority GRTC may procure, upon such terms and in such manner as the Authority GRTC may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority GRTC for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract Contract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the AuthorityGRTC, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority GRTC in the manner and to the extent directed by the Authority GRTC any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the AuthorityGRTC, protect and preserve property in possession of the Contractor in which the Authority GRTC has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority GRTC shall be at the Contract price. The Authority GRTC may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority GRTC determines to be necessary to protect the Authority GRTC against loss because of outstanding liens or claims of former lien holders. (e) . If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority GRTC that the Contractor was not in default or that the default was excusable under the provisions of this para- graphparagraph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) E. The rights and remedies of the Authority GRTC provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (abb) The Authority BLUEHALO may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Order in either any one of the following circumstances: (1i) if the Contractor Seller fails to perform the Services services within the time specified herein or any extension thereof; or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority BLUEHALO specifying such failure; or (iii) Seller becomes insolvent or the subject of proceedings under any law relating to the relief of debtors or admits in writing its inability to pay its debts as they become due. (bcc) In the event the Authority terminates If this Contract in whole Order is so terminated, BLUEHALO may procure or in part as provided in subparagraph (a) of this paragraph, the Authority may procureotherwise obtain, upon such terms and in such manner as the Authority BLUEHALO may deem appropriate, supplies or services similar to those so terminated, and the Contractor . Seller shall be liable to the Authority BLUEHALO for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (cdd) Except with respect to the defaults of Subcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority BLUEHALO, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials ▇▇▇▇▇▇▇▇ at or after termination, such complete or partially completed articles, property, materials, plans, drawings, information and contract rights as the Contractor Seller has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Order and BLUEHALO will pay Seller the contract price for completed services accepted by BLUEHALO and the Contractor shall, upon direction fair value of the Authority, protect other property of Seller so requested and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holdersdelivered. (eee) If, after notice of termination Seller shall continue performance of this Contract under Order to the provisions extent not terminated. BLUEHALO shall have no obligation to Seller in respect to the terminated part of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractOrder except as herein provided.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure failure. within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event of such default, Capital Metro will provide Contractor with written notice of default. Con- tractor will have (20) calendar days from the date of the notice to take action to cure the defaults, or such lesser period as specified by Capital Metro in such notice if the default creates the need for a health or safety or emergency respone and it is reasonable and feasible for Contractor to cure the default in the lesser period; provided, however, except in the event of an emergency , or a health and safety, fi Contractor commences the process of curing the default and notifies Capital metro of such action with the twenty (20) calendar day period, and proceeds diligently and continuously toward fully curing such default, Capital Metro may, at its sole discretion, grant Contractor an additional period of up to twenty (20) calendar days or such other rea- sonable period to be agreed to in writing by Capital Metro to fully cure the default. If Contractor does not satisfactorily cure the default withing the period allowed, Capital metro may terminate the Contract for de- fault. (c) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (d) (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The Authority State may, subject to the provisions of subparagraph (cclause titled “Force Majeure” and to sub-section d) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) whole or in part if the Contractor fails to to: i. Deliver the Deliverables or perform the Services services within the time specified herein in the Contract or any extension thereofamendment thereto; ii. Make progress, so that the lack of progress endangers performance of this Contract; or (2) if the Contractor fails to perform iii. Perform any of the other provisions of this Contract. b) The State’s right to terminate this Contract under sub-section a) above, may be exercised only if the failure constitutes a material breach of this Contract and if the Contractor does not cure such failure within the time frame stated in the State’s cure notice, which in no event will be less than fifteen (15) days, unless the Statement of Work calls for a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failuredifferent period. (bc) In If the event the Authority State terminates this Contract in whole or in part as provided in subparagraph (a) of pursuant to this paragraphSection, the Authority it may procureacquire, upon such under terms and in such the manner as the Authority may deem Buyer considers appropriate, supplies Deliverables or services similar to those so terminated, and the Contractor shall will be liable to the Authority State for any excess costs for such similar supplies or those Deliverables and services; provided, that including without limitation costs third party vendors charge for Manufacturing Materials (but subject to the clause entitled “Limitation of Liability”). However, the Contractor shall continue the performance of this Con- tract to the extent, if any, it has work not been terminated under the provisions of this subparagraphterminated. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this the Contract is terminated as provided in subparagraph (a)for default, the Authority, in addition to any other rights provided in this subparagraph, State may require the Contractor to transfer title title, or in the case of licensed Software, license, and deliver to the Authority in the manner and to the extent State, as directed by the Authority any Buyer, any: i. completed Deliverables; ii. partially completed Deliverables, and, iii. subject to provisions of sub-section e) below, Manufacturing Materials as related to the Contractor has specifically produced or specifically acquired for the performance of such part terminated portion of this Contract. Nothing in this sub-section d) will be construed to grant the State rights to Deliverables that it would not have received had this Contract as has been terminated; and the Contractor shall, upon fully performed. Upon direction of the AuthorityBuyer, the Contractor shall also protect and preserve property in its possession of the Contractor in which the Authority State has an interest. Payment . e) The State shall pay Contract price for completed Deliverables delivered and accepted and items the State requires the Contractor to transfer under section (d) above. Unless the Statement of Work calls for different procedures or requires no-charge delivery of materials, the Contractor and Buyer shall attempt to agree on the amount of payment for Manufacturing Materials and other materials delivered to and accepted by the Authority shall be at State for the Contract priceprotection and preservation of the property; provided that where the Contractor has billed the State for any such materials, no additional charge will apply. Failure to agree will constitute a dispute under the Disputes clause. The Authority State may withhold from these amounts otherwise due the Contractor for such completed Manufacturing Materials such any sum as the Authority it determines to be necessary to protect the Authority State against loss because of outstanding liens or claims of former lien holders. (ef) If, after notice of termination of this Contract under the provisions of this paragraphtermination, it is determined by the Authority a final decision that is determined by a final decision that Contractor’s negligence or willful misconduct; or (iv) to costs the Contractor was not in default or that the default was excusable under the provisions of this para- graphdefault, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination same as if the termination had been issued for Convenience” contained in this Exhibit E.the convenience of the State. (fg) Both parties, State and Contractor, upon any termination for default, have a duty to mitigate the damages suffered by it. h) The rights and remedies of the Authority provided State in this paragraph shall not be exclusive and clause are in addition to any other rights and remedies provided by law or under this Contract, and are subject to the clause titled “Limitation of Liability.”

Termination for Default. (a) The Authority mayDepartment may terminate performance of work under this contract in whole, subject or in part, whenever the MCO shall default in performance of this contract and shall fail to cure such default or make progress satisfactory to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure Department toward contract performance within a period of ten (10) 30 days after receipt of notice of default (or such longer period as the Authority Department may authorize allow). Such termination shall be referred to herein as "Termination for Default." If after notice of termination of the contract for default, it is determined by the State or a court that the MCO was not in writing) after receipt default or that the MCO’s failure to perform or make progress in performance was due to causes beyond control and without the error or negligence of the MCO, or any subcontractor, the notice from of termination shall be deemed to have been issued as a termination for the Authority specifying such failure. (b) convenience of the Department, and the rights and obligations of the parties shall be governed accordingly. In the event the Authority Department terminates this Contract the contract in whole full or in part as provided in subparagraph (a) of this paragraphclause, the Authority Department may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or procure services similar to those so terminated, and the Contractor MCO shall be liable to the Authority Department for any excess costs for such similar supplies or services for any calendar month for which the MCO has been paid to provide services to Medicaid clients. In addition, the MCO shall be liable to the Department for administrative costs incurred by the Department in procuring such similar services; provided. Provided, however, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor MCO shall not be liable for any excess costs or administrative costs if the failure to perform the Contract contract arises out of causes beyond the control and without the fault error or negligence of the ContractorMCO or any of its subcontractors. Such causes may include, but are not restricted Prior to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence termination for default of the Contractor. If MCO, the failure to perform Department may take the following steps: • After a hearing before the administrative law judge, if one is caused requested by the default MCO as set forth in Section 6.7, provide the MCO with written notice of the decision affirming or reversing the proposed termination of the contract, and the effective date of the termination, if applicable; and • For an affirming decision, give enrollees of the MCO notice of the termination, and information regarding enrollees’ options for receiving covered services following the termination, and the right to terminate enrollment in the MCO immediately without cause. In the event of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of themtermination for default, the Contractor MCO shall not be liable paid for any excess costs for failure to performthose services which the MCO has provided. The MCO may terminate performance of work under this contract in whole, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a)part, the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver with written notification to the Authority in Department, whenever the manner Department shall fail to make payment for services under this contract for 60 days and shall fail to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced cure such non-payment or specifically acquired for the performance make progress toward curing nonpayment within a period of such part of this Contract as has been terminated; and the Contractor shall, upon direction 30 days after receipt of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after MCO’s written notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) termination. The rights and remedies of the Authority Department provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the If Contractor fails to perform any of the other provisions of this Contract and after ten days of its receipt of written notice from the Authority requiring performance, the Authority may find Contractor to be in partial or complete default. If Contractor does not cure such failure default within a period of ten (10) 30 days (or such longer period as the Authority may authorize in writing) after receipt of notice from written notification that such failure has occurred, or provide a plan to cure such default which is reasonably acceptable to the Authority specifying such failurewithin the time specified by the Authority, then the Authority may, in its discretion, terminate this Contract, in whole or in part, on the basis of Contractor’s default of this Contract. (b2) In The term "default" for purposes of this Section includes, but is not limited to: the event performance of the Authority terminates this Work in violation of the terms of the Contract; abandonment, assignment or subletting of the Contract without approval of the Authority; filing a petition for bankruptcy by or against the Contractor or appointment of a receiver for Contractor’s property; initiation of a federal or state proceeding for relief of debtors by or against Contractor; failure of the Contractor to perform its obligations under the Contract Documents (including but not limited to use of materials, supplies, plant, or equipment of quality or quantity below the requirements in the Contract Documents; failure to perform its obligations under the Contract Documents within the time specified therein; or the performance of the Contract in bad faith. (3) If the Contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated. Without in any way affecting the Authority's rights under the Performance Guaranty, and the Contractor shall may be liable to the Authority for any excess reasonable costs for such or expenses incurred by the Authority in reprocuring elsewhere similar supplies Rail Cars or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e4) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall Parties will be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to termination for Convenience” contained in this Exhibit E.convenience of the Authority. (f5) The rights All finished documents and remedies any completed Rail Cars produced pursuant to this Contract will become the property of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractupon the effective date of such termination for default.

Termination for Default. (a) The Authority Buyer may, subject to the provisions of subparagraph 19 (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract in either any one of the following circumstances: : (1i) if the Contractor Seller fails to make delivery of the Goods or to perform the Services this Contract within the time specified herein by this Contract or any extension thereof; or or (2ii) if the Contractor Seller fails to perform any of the other provisions of this Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period (as the Authority Buyer may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure. (b) In the event the Authority Buyer terminates this Contract in whole or in part as provided in subparagraph 19 (a) of this paragraphabove, the Authority Buyer may procure, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services similar to those so terminated, and the Contractor Seller shall be liable to the Authority Buyer for any excess costs for such similar supplies or servicesthe same, including without limitation all costs and expenses of the type specified -0807 ¶ 10, WARRANTY; provided, that the Contractor Seller shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of in accordance with this subparagraph-0808 ¶ 19. (c) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the this Contract arises out of causes beyond the control and without the fault or negligence of the ContractorSeller. Such causes may includeare outlined in -0807 ¶ 16, but are not restricted to Force Majeure Events; provided, however, in EXCUSABLE DELAYS. In every case the failure to perform must be beyond the control and without the fault or negligence of the ContractorSeller. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such default arises out of causes beyond the control of both Seller and the Contractor and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor Seller shall not be liable for any excess costs for failure to perform, unless the supplies or Services services to be furnished by the Subcon- tractor Seller were obtainable from other sources in sufficient time to permit the Contractor Seller to meet the required delivery schedule. The term(s) "subcontractor(s)" shall mean Seller’s subcontractor(s) at any tier. (d) If this Contract is terminated as provided in subparagraph 19 (a)) above, the AuthorityBuyer, in addition to any other rights provided in this subparagraphContract, may require the Contractor Seller to transfer title and deliver to Buyer or the Authority Government, in the manner and to the extent directed by the Authority ▇▇▇▇▇, (i) any Manufacturing Materials completed Goods, and (ii) such partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "manufacturing materials") as the Contractor Seller has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor Seller shall, upon direction of the AuthorityBuyer, protect and preserve property in Seller’s possession of the Contractor in which Buyer or the Authority Government has an interest. Payment for completed Manufacturing Materials Goods delivered to and accepted by the Authority Buyer shall be at the Contract price. The Authority Payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property shall be in an amount agreed to by ▇▇▇▇▇ and Seller; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning -0807 ¶ 28, DISPUTES. Buyer may withhold from amounts otherwise due the Contractor Seller for such completed Manufacturing Materials Goods, supplies, or manufacturing materials such sum as the Authority Buyer determines to be necessary to protect Buyer or the Authority Government against loss because of outstanding liens or claims of former lien holdersholders or for damages otherwise caused by Seller's failure to perform its obligations under this Contract. (e) If, after notice of termination of this Contract under the provisions of this paragraph-807 ¶ 19, it is determined by the Authority for any reason that the Contractor Seller was not in default under the provisions above, or that the default was excusable under the provisions of this para- graph-0807 ¶ 16, EXCUSABLE DELAYS, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies same as if the notice of the Authority provided in this paragraph shall not be exclusive and are in addition termination had been issued pursuant to any other rights and remedies provided by law or under this Contract-0807 ¶ 20, TERMINATION FOR CONVENIENCE.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of ten thirty (1030) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to the Authority for any excess costs for such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a1) The Authority OWNER may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorCONTRACTOR and the Surety if any, terminate the whole or any part of this Contract the Agreement for default in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the Contractor event that CONTRACTOR fails to perform any of the other provisions of this Contract Agreement, or fails to make progress so as to endanger performance of the Agreement in accordance with its terms, or, in the opinion of OWNER, becomes financially or legally incapable of completing the work and does not cure correct such failure to OWNER's reasonable satisfaction within a period of ten (10) days (or such longer period as the Authority may authorize in writing) 24 hours after receipt of notice from the Authority OWNER specifying such failure. (b2) In the event of termination for default, CONTRACTOR will be entitled to payment for Work satisfactorily completed, but not until completion of the Authority terminates Work and the assessment of all costs associated with its completion or other obligations of CONTRACTOR under this Contract Agreement. If deemed necessary by the OWNER, the OWNER may acquire similar services by contract, complete the work itself, or satisfy the task requirement in whole any other manner it deems appropriate. The OWNER may take possession of all equipment, materials and supplies at the work site or in part as provided in subparagraph (a) storage for the Work, together with such construction equipment, scaffolding, forms and other construction aids on-site required for the prosecution of this paragraph, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies or services similar to those so terminated, and the Contractor shall Work. CONTRACTOR will be liable for all costs in excess of the Contract Price, including excess re-procurement costs, incurred by the OWNER in completing the Work that was to have been done by the Authority for CONTRACTOR under this Agreement, as well as any excess costs for such similar supplies or services; provided, that expenses and damages associated with the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphdefault. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e3) If, after notice of termination of this Contract under the provisions of this paragraphfor default, it is determined by the Authority for any reason that the Contractor CONTRACTOR was not in default or that the default was excusable under the provisions of this para- graphexcusable, the rights and obligations of the parties shall Parties will be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to termination for Convenience” contained in this Exhibit E.convenience. (f4) Regardless of the cause of termination, the CONTRACTOR shall make an orderly turn over of the terminated Work to the OWNER and provide legible copies of all completed or partially completed work products and instruments of service including, but not limited to, laboratory, field, or other notes, log book pages, inspection reports, technical data, computations, and designs. (5) The rights and remedies of the Authority OWNER provided in this paragraph shall Article are not be exclusive and are in addition to any other rights and remedies provided by law or equity or under this ContractAgreement.

Termination for Default. (a1) The Authority WRF may, subject to the provisions of subparagraph paragraph (c3) below, by written notice of default to the ContractorA/E, terminate the whole or any part of this Contract in either any one of the following circumstances: : (1a) if the Contractor A/E fails to perform the Services within the time specified herein or any extension thereof; or , or (2b) if the Contractor A/E fails to perform any of the other provisions of this Contract, or so fails to make progress as to endanger performance of this Contract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of ten (10) days (or such longer period as the Authority procurement officer may authorize in writing) after receipt of notice from the Authority procurement officer specifying such failure. (b2) In the event the Authority WRF terminates this Contract in whole or in part as provided in subparagraph paragraph (a1) of this paragraphclause, the Authority WRF may procure, procure substitute performance upon such terms and in such whatever manner as the Authority procurement officer may deem appropriate, supplies or services similar to those so terminated, and the Contractor A/E shall be liable to the Authority WRF for any excess costs for such similar supplies or servicessubstitute performance; provided, that the Contractor A/E shall continue the performance of this Con- tract Contract to the extent, if any, it has extent not been terminated under the provisions of this subparagraphclause. (c3) Except with respect to the defaults of Subcontractorssubcontractors, the Contractor A/E shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. A/E. Such causes may include, but are not restricted to Force Majeure Eventsto, acts of God or of the public enemy, acts of the WRF in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; provided, however, but in every case the failure to must perform shall be beyond the control and without the fault or negligence of the Contractor. A/E. If the failure to perform is caused by the default of a Subcontractor subcontractor, and if such the default arises out of causes beyond the control of both the Contractor A/E and Subcontractor subcontractor, and without the fault or negligence of either of them, the Contractor A/E shall not be liable for any excess costs for failure to perform, perform unless substitute performance for the supplies or Services to be furnished by the Subcon- tractor were subcontractor was obtainable from other sources another source in sufficient time to permit the Contractor A/E to meet the required delivery performance schedule. (d4) If, after notice of termination of this Contract under the provisions of this clause, it is determined for any reason that the A/E was not in default under the provisions of this clause, or that the default was excusable under the provisions of this clause, the rights and obligations of the parties shall, if the Contract contains a clause providing for termination for convenience of the WRF, be the same as if the notice of termination had been issued pursuant to such clause. If, after notice of termination of this Contract under the provisions of this clause, it is determined for any reason that the A/E was not in default under the provisions of this clause, and if this Contract does not contain a clause providing for termination for convenience of the WRF, the Contract shall be equitably adjusted to compensate for such termination and the Contract modified accordingly; failure to agree to any such adjustment shall be a dispute concerning a question of fact within the meaning of the clause of this Contract entitled "Disputes." (5) If this Contract is terminated as provided in subparagraph paragraph (a)1) of this clause, the AuthorityWRF, in addition to any other rights provided in this subparagraphclause, may require the Contractor A/E to transfer title and deliver to the Authority WRF, in the manner manner, at the times, and to the extent extent, if any, directed by the Authority any Manufacturing Materials procurement officer, (a) the fabricated or unfabricated parts, work in progress, completed work, supplies, and other material produced as the Contractor has specifically produced a part of, or specifically acquired for in connection with the performance of, the work terminated by the Notice of such part of this Termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the Contract as has had been terminatedcompleted, would have been required to be furnished to the WRF; and the Contractor A/E shall, upon direction of the Authorityprocurement officer, protect and preserve property in the possession of the Contractor A/E in which the Authority WRF has an interest. Payment for completed Manufacturing Materials supplies delivered to and accepted by the Authority WRF shall be at the Contract price. Payment for manufacturing materials delivered to and accepted by the WRF and for the protection and preservation of property shall be in an amount agreed upon by the A/E and procurement officer; failure to agree to such amount shall be a dispute concerning a question of fact within the meaning of the clause of this Contract entitled "Disputes." The Authority WRF may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials A/E hereunder such sum as the Authority procurement officer determines to be necessary to protect the Authority WRF against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f6) The rights and remedies of the Authority WRF provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract. (7) As used in paragraph (3) of this clause, the terms, "subcontractor" and "subcontractors" mean subcontractor(s) at any tier.

Termination for Default. Government Subcontracts. This section is applicable only to the extent that a Subcontract is in support of a state or local government prime contract. (ai) The Authority Buyer may, subject to the provisions of subparagraph (c) below, by written notice of default to the ContractorSeller, terminate the whole or any part of this Contract Subcontract in either any one of the following circumstances: (1) if the Contractor Seller fails to perform make delivery of the Services goods or services within the time specified herein or any extension thereof; or (2) if the Contractor Seller fails to perform any of the other provisions of this Contract the Subcontract or so fails to make progress as to endanger performance of the Subcontract in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as the Authority may authorize in writing) after receipt of notice from the Authority Buyer specifying such failure; or (3) Seller becomes insolvent or the subject of proceedings under any law relating to the relief of debtors or admits in writing its inability to pay its debts as they become due. (bii) In the event the Authority terminates If this Contract in whole or in part as provided in subparagraph (a) of this paragraphSubcontract is so terminated, the Authority Buyer may procureprocure or otherwise obtain, upon such terms and in such manner as the Authority Buyer may deem appropriate, supplies or services goods similar to those so terminated, and the Contractor . Seller shall be liable to the Authority Buyer for any excess costs for of such similar supplies or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraphgoods. (ciii) Except with respect to the defaults of Subcontractors, the Contractor Seller shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority Buyer, in the manner and to the extent directed requested in writing by the Authority any Manufacturing Materials Buyer at or after termination, such complete or partially completed deliverables, articles, property, materials, parts, tools, fixtures, plans, drawings, information and contract rights as the Contractor Seller has specifically produced or specifically acquired for the performance of such the terminated part of this Contract as has been terminated; Subcontract and the Contractor shall, upon direction of Buyer will pay Seller the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment contract price for such completed Manufacturing Materials items delivered to and accepted by the Authority shall be at Buyer and the Contract price. The Authority may withhold from amounts otherwise due fair value of the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because other property of outstanding liens or claims of former lien holdersSeller so requested and delivered. (eiv) If, after notice of termination Seller shall continue performance of this Contract under Subcontract to the provisions extent not terminated. the Buyer shall have no obligation to Seller in respect to the terminated part of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this ContractSubcontract except as herein provided.

Termination for Default. Time is of the essence in this Agreement. Except for delay, which is due to causes beyond the reasonable control and without the fault or negligence of Supplier and its suppliers (alasting not more than ten (10) The Authority business days), Progress may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractordefault, terminate the whole or any part of this Contract Agreement in either any one of the following circumstancescircumstances if: (1) if the Contractor 18.5.1. Supplier fails to perform the Services within the time specified herein or any written extension thereofgranted by Progress or fails to make progress as to endanger performance of this Agreement; 18.5.2. Supplier breaches, violates or Progress finds to be untrue, any of the certifications, representations and warranties set forth in this Agreement, including Section 9; or (2) if the Contractor 18.5.3. Supplier fails to perform comply with any of the other provisions terms and conditions of this Contract and Agreement. Such termination shall become effective if Supplier does not cure such failure within a period of ten (10) days (or such longer period as the Authority Progress may authorize in writing) after receipt of notice from the Authority specifying such failure. (b) In the event the Authority terminates this Contract in whole or in part as provided in subparagraph (a) . Upon termination, Supplier shall continue performance of this paragraphAgreement to the extent not terminated, the Authority and Progress may procure, upon such terms and in such manner as the Authority may it shall deem appropriate, supplies or services Services and/or deliverables similar to those so terminated, and the Contractor Supplier shall be liable to the Authority Progress for any excess costs for such similar supplies Services and/or deliverables. In lieu of termination for default, Progress, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Supplier's performance, in which case an equitable reduction in the amount of payments to be made under the Agreement shall be negotiated. If Supplier for any reason anticipates difficulty complying with any required delivery dates hereunder, or services; provided, that in meeting any of the Contractor shall continue the performance other requirements of this Con- tract to Agreement, Supplier shall promptly notify Progress in writing. If Supplier does not comply with any schedule hereunder, Progress may require delivery by the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for fastest means available and charges resulting from any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to such premium transportation must be beyond the control fully pre-paid and without the fault or negligence of the Contractorabsorbed by Supplier. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraph, it is determined by the Authority that the Contractor was not in default or that the default was excusable under the provisions of this para- graph, the rights and obligations of the parties shall be those provided in the paragraph entitled “Termination for Convenience” contained in this Exhibit E. (f) The rights and remedies of the Authority Progress provided in this paragraph clause shall not be exclusive and are in addition to any other rights and remedies provided by contract, law or under this Contractequity.

Termination for Default. (a) The Authority may, subject to the provisions of subparagraph (c) below, by written notice of default to the Contractor, terminate the whole or any part of this Contract in either one of the following circumstances: (1) if the Contractor fails to perform the Services within the time specified herein or any extension thereof; or (2) if the If Contractor fails to perform any of the other provisions of this Contract and does not cure such failure within a period of after ten (10) days (or such longer period as of its receipt of a written notice thereof, the Authority may authorize find Contractor to be in writingpartial or complete default. If Contractor does not cure such default within thirty (30) days after receipt of notice from written notification that such failure has occurred, or provide a plan to cure such default which is reasonably acceptable to the Authority specifying such failure. (b) In within the event time specified by the Authority, then the Authority terminates may, in its discretion, terminate this Contract, in whole or in part, on the basis of Contractor’s default of this Agreement. The term "default" for purposes of this Section includes, but is not limited to: the performance of the work in violation of the terms of the Contract; abandonment, assignment or subletting of the Contract without approval of the Authority; filing a petition for bankruptcy by or against the Contractor or appointment of a receiver for Contractor’s property; initiation of a federal or state proceeding for relief of debtors by or against Contractor; failure of the Contractor to perform its obligations under the Contract Documents (including but not limited to use of materials, supplies, plant, or equipment of quality or quantity below the requirements in the Contract Documents; failure to perform its obligations under the Contract Documents within the time specified therein; failure to meet Tier 4 Certification prior to delivery, or the performance of the Contract in bad faith. If the Contract is terminated in whole or in part as provided in subparagraph (a) of this paragraphfor default, the Authority may procure, upon such terms and in such manner as the Authority may deem appropriate, supplies Locomotives or services similar to those so terminated. Without in any way affecting the Authority's rights under the Performance Guaranty, and the Contractor shall may be liable to the Authority for any excess reasonable costs for such or expenses incurred by Authority in reprocuring elsewhere similar supplies Locomotives or services; provided, that the Contractor shall continue the performance of this Con- tract to the extent, if any, it has not been terminated under the provisions of this subparagraph. (c) Except with respect to the defaults of Subcontractors, the Contractor shall not be liable for any excess costs if the failure to perform the Contract arises out of causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but are not restricted to Force Majeure Events; provided, however, in every case the failure to must be beyond the control and without the fault or negligence of the Contractor. If the failure to perform is caused by the default of a Subcontractor and if such default arises out of causes beyond the control of both the Contractor and Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for any excess costs for failure to perform, unless the supplies or Services to be furnished by the Subcon- tractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required delivery schedule. (d) If this Contract is terminated as provided in subparagraph (a), the Authority, in addition to any other rights provided in this subparagraph, may require the Contractor to transfer title and deliver to the Authority in the manner and to the extent directed by the Authority any Manufacturing Materials as the Contractor has specifically produced or specifically acquired for the performance of such part of this Contract as has been terminated; and the Contractor shall, upon direction of the Authority, protect and preserve property in possession of the Contractor in which the Authority has an interest. Payment for completed Manufacturing Materials delivered to and accepted by the Authority shall be at the Contract price. The Authority may withhold from amounts otherwise due the Contractor for such completed Manufacturing Materials such sum as the Authority determines to be necessary to protect the Authority against loss because of outstanding liens or claims of former lien holders. (e) If, after notice of termination of this Contract under the provisions of this paragraphclause, it is determined by the Authority for any reason that the Contractor was not in default under the provisions of this clause, or that the default was excusable under the provisions of this para- graphclause, the rights and obligations of the parties shall Parties will be those provided in the paragraph entitled “Termination same as if the notice of termination had been issued pursuant to termination for Convenience” contained in convenience of the Authority. All finished documents and any completed Locomotives produced pursuant to this Exhibit E. (f) The rights and remedies Contract will become the property of the Authority provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractupon the effective date of such termination for default.