Common use of Termination for Default Clause in Contracts

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

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

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

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

Termination for Default. A. Subject Each of the following events shall constitute a default by Seller for purposes of this section: i) the 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, 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 paragraphs C comply with Buyer’s reasonable instructions and D belowChange Notices; vi) failure by Seller to comply with any of the provisions of the Agreement; vii) failure 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, and; ix) any representations of Seller contained in the Agreement were false when made. Buyer may shall have the right to terminate this Order the Order, in whole or in part, upon any default by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or to perform the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in In the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in partof any such termination, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights it may have under applicable law or other terms of the Order, shall have the right to: i) refuse to accept further delivery of Goods; ii) to return to Seller at Seller’s expense any Goods already delivered and remedies provided to 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 Law Buyer due to Seller’s default, including, but not limited to those listed in Section 5(c) of this Agreement. ▇▇▇▇▇’s right to return Goods shall not be affected by any assignment by Seller of moneys due or under this Orderbecome due hereunder.

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

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

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

Termination for Default. A. Subject to paragraphs C and D below, (a) Buyer may terminate this Order in whole or in partmay, by written notice to Seller, terminate all or any part of this Contract for default to if Seller if Seller: 1. Fails to deliver fails to: (i) make full delivery of the supplies Goods or to perform the services this Contract within the time specified in this Order the Contract; (ii) deliver Goods that conform in all respects with the specifications and quality requirements set forth in the Contract; (iii) perform any of its other obligations set forth in the Contract; or (iv) take any extension; 2. Fails to make progress so as to endanger action or inaction that endangers performance of this Order or Contract and fail to perform any of the other provisions of this Order and does not cure that failure such situation within a period of 10 ten (10) calendar days after receipt of the notice from Buyer specifying Seller’s failure to perform; orBuyer. If only part of the Contract is terminated, Seller is not excused from performance of the non-terminated part of the Contract. 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in (b) In the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order Contract in whole or in partpart as provided in subparagraph (a) above, it Buyer may acquireprocure, under the upon such terms and in the such manner as Buyer considers may deem appropriate, supplies or services Goods similar to those so terminated, and Seller will shall be liable to Buyer for any excess costs for those supplies or services. Howeverthe same, Seller shall continue including without limitation all costs and expenses of the work not terminated. In additiontype specified ¶ 9, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s costWARRANTY. C. If the failure (c) Buyer, in addition to perform is caused any other rights and remedies provided by an excusable delayapplicable law or under this Contract, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer may require Seller to transfer title and deliver to Buyer or to Buyer’s customer, as in the manner and to the extent directed by ▇▇▇▇▇, ▇ for: (i) any completed Goods; (1ii) any partially completed supplies, Goods or work in progress; and (2iii) partially completed supplies and any materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to hereinafter called "Manufacturing Materials") as “manufacturing mate- rials” in this clause) that Seller has specifically produced or specifically acquired for the terminated portion performance of such part of this Order. Upon Contract as has been terminated. (d) Seller shall, upon direction of BuyerBuyer and at Seller’s own cost, Seller shall also protect mark, separate, protect, and preserve Property property in its Seller’s possession in which Buyer or the Buyer’s customer has an interest. F. Buyer shall pay the Order price (e) Payment for completed supplies Goods delivered to and accepted by Buyer pursuant to subparagraph (c) above shall be at the Contract price. Payment for partially completed Goods, work in progress, or services performed Manufacturing Materials delivered to and acceptedaccepted by Buyer pursuant to subparagraph (c) above shall be in an amount agreed to by Buyer and Seller, and failure to agree to such amount shall be a dispute concerning a question of fact within the meaning ¶ 30, DISPUTE RESOLUTION. Seller must transfer title and Buyer deliver partially completed Goods, work in progress, or Manufacturing Materials in accordance with ▇▇▇▇▇’s direction even if the parties have not yet agreed on terms of Payment. Under no circumstances shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation a failure of the property. G. parties to agree upon payment terms excuse the Seller from performing in accordance with ▇▇▇▇▇’s direction. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any may withhold from amounts owed by Buyer otherwise due to Seller, and any such sum as Buyer reasonably determines to be necessary to protect Buyer or Buyer’s customer against loss because of due to or resulting from outstanding liens or claims of former lien holdersholders or for damages otherwise caused by Seller's failure to perform its obligations under this Contract. H. (f) If, after notice of termination of this Contract under the provisions of this ¶ 19, it is determined for any reason that Seller was not in default under the provisions above, or that the default was excusable under ¶ 16, EXCUSABLE DELAYS, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to ¶ 20, TERMINATION FOR CONVENIENCE. (g) The rights and remedies of Buyer provided in this clause ¶ 19 shall not be exclusive and are in addition to any other rights and remedies provided by Law applicable law or under this OrderContract. For the avoidance of doubt, nothing in this ¶ 19 shall limit in any way Buyer’s rights under subparagraph (b) of ¶ 3, DELIVERY. (h) If Buyer notifies Seller in writing that the termination of this Contract pursuant to this ¶ 19 was directed by the U.S. Government or that Buyer’s prime contract with the U.S. Government has been terminated, termination of this Contract will be in accordance with applicable provisions of Part 49 of the Federal Acquisition Regulation (“FAR”), including Subpart 49.4, which shall be incorporated herein by reference.

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

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

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

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

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

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

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

Termination for Default. A. Subject Buyer reserves the right to paragraphs C and D below, Buyer may terminate this the Order in whole or in partpart for default if: (i) Seller breaches or defaults under the Order or these Terms and Conditions (including a Breach), by written notice of default to Seller if Seller: 1. Fails to deliver the supplies or fails to perform in accordance with any of the services within requirements of the time specified in this Order Order, or any extension; 2. Fails to make progress so as to endanger performance of this under the Order or these terms and Conditions; (ii) Seller breaches or defaults under any other agreement between Buyer and Seller; (iii) Seller breaches any warranty to perform Buyer under the Order, these terms and Conditions, or any of the other provisions of this Order and does not agreement, and, if Seller has a right to cure, Seller fails to promptly cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to performon demand; or 3. Becomes or (iv) Seller becomes insolvent or makes a general suspends its operations or if any petition is filed or proceeding commenced by or against Seller under any state or federal law related to bankruptcy, arrangement, reorganization, receivership or assignment for the benefit of creditors. Any termination for default will be with no liability whatsoever by Buyer to Seller except for completed Goods manufactured, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminateddelivered, and Seller will be liable to accepted by Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause hereinthese Terms and Conditions, at payment for which may be setoff by Buyer against any damages claimed by Buyer against Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, . Buyer may require Seller to transfer title and deliver to Buyer any and all Goods and other property produced or procured by Seller for performance under the Order and Seller will be credited with the reasonable value of the Goods or property, not to exceed Seller’s actual cost. Seller will be liable for damages caused by or resulting from its default including, but not limited to, excess of cost of procurement or replacement goods by Buyer. Buyer will retain, as directed by ▇▇▇▇▇in addition, any (1) completed suppliesall other rights arising from Seller’s default provided under these Terms and Conditions, and (2) partially completed supplies at law and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interestequity. F. Buyer shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

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

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

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

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

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

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

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

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

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

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

Termination for Default. A. Subject to paragraphs C and D below(A) Buyer, Buyer by written notice, may terminate this an Order for default in whole or in part, by written notice of default to Seller if Seller: 1. Fails (i) fails to deliver comply with any of the supplies or to perform terms of the services within the time specified in this Order or any extensionOrder; 2. Fails (ii) fails to make progress so as to endanger performance of this Order or the Order; (iii) fails to perform any provide adequate assurance of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; orfuture performance; 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or (iv) files or has filed against it a petition of bankruptcy in bankruptcy; (v) becomes insolvent or pursues any suffers a material adverse change in its financial condition; or (vi) sells or contracts to sell Goods to Buyer that are classified other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, than as EAR99 under the terms and EAR ( as defined in Clause 28 below) (B) Upon termination, the manner Buyer considers appropriateSeller will have no claim for further payment other than as provided in this Clause, supplies or services similar to those terminated, and Seller but will be liable to the Buyer for all direct losses and direct damages which may be suffered by the Buyer by reason of the default, including any excess increase in the costs for those supplies or servicesincurred by the Buyer in procuring the Goods from another source. However, Nothing in this Clause affects any obligation of the Buyer under the law to mitigate damages and Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance must proceed with the Non-Conforming Goods clause herein, at Seller’s costportion of an Order not terminated under the provisions of this clause. C. (C) If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, the Buyer may require the Seller to transfer the title to, and deliver to Buyerdeliver, as directed by ▇▇▇▇▇the Buyer, any any (1i) completed suppliesGoods, and (ii) Manufacturing Materials that the Seller and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has its subcontractors have specifically produced or acquired for the terminated portion of this Orderthe Order under notice of Termination for Default. Upon direction of the Buyer, the Seller shall also protect and preserve Property property in its possession in which the Buyer has an interest. F. (D) The Seller will have no claim for further payment other than as provided in this clause. The Buyer shall pay the Order price for completed supplies Goods delivered or services performed and accepted. The Seller and Buyer shall ▇▇▇▇▇ will agree on the amount of payment for manufacturing materials delivered and accepted accepted. Failure to agree will be a dispute under Clause 32 (Disputes; Governing Law and for the protection and preservation of the property. G. Venue) below. The Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any may withhold from these amounts owed by Buyer to Seller, and any sum the Buyer determines to be necessary to protect the Buyer against loss because of outstanding liens or claims of former lien holdersholders and ▇▇▇▇▇'s estimate of excess reprocurement costs due Buyer. H. (E) The rights and remedies of the Buyer in this clause or in any other clause of these Terms are in addition to any other rights and remedies provided to Buyer by Law the law. Termination, whether by convenience or default, shall not relieve Seller of any obligations and liabilities which may have arisen under this Orderthese Terms prior to such termination, including but not limited to patent infringement, reproduction rights, latent defects, warranty obligations, indemnity and confidentiality provisions.

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

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

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

Termination for Default. A. Subject to paragraphs C and D below(a) If the Seller is in default in carrying out any of its obligations under this Order, Buyer may terminate this Order in whole or in part, by written give the Seller notice of default. The Seller shall have ten (10) days (or more if authorized in writing from the Buyer) from the date of receipt of such notice in which to cure the default to Seller if Seller: 1. Fails to deliver the supplies or to perform satisfy the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure Buyer that failure such default shall be cured within a period of 10 days after receipt of time acceptable to the notice from Buyer specifying Seller’s Buyer. Upon failure to perform; orcure the default, Buyer may give the Seller written notice of termination of all or part of this Order. 3. Becomes insolvent (b) Where the Seller becomes bankrupt or insolvent, makes a general an assignment for the benefit of creditors, or files or has filed against it a petition takes the benefit of bankruptcy or pursues any other remedy under any other law statute relating to the relief for bankrupt or insolvent debtors, or in the event where a trustee or receiver is appointed under a debt instrument or a receiving order is made against the Seller, or an order is made or a resolution passed for the winding up of the Seller’s property , the Buyer may, upon giving written notice to the Seller, immediately terminate for default the whole or business; or assignmentany part of this Order. B. If (c) Upon the giving of a notice provided for section 7 (A) or (B), the Seller shall have no claim for further payment for the portion of the Order terminated other than as provided in this Clause 7, but Seller shall be liable to the Buyer terminates this Order in whole or in partfor all losses and damages which may be suffered by the Buyer by reason of the default, it may acquire, under the terms and including any increase in the manner costs incurred by the Buyer considers appropriate, supplies or services similar in procuring the Products from another source. Nothing in this Clause 7 affects any obligation of the Buyer under law to those terminatedmitigate damages, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue proceed with the work portion of this Order not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If (d) With respect to the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs portion of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, the Buyer may require the Seller to transfer the title and deliver to Buyerdeliver, as directed by ▇▇▇▇▇the Buyer, any (1i) completed suppliesProducts, and (2ii) partially completed supplies Seller Materials that the Seller and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has its subcontractors have specifically produced or acquired for the terminated such portion of this Order. Upon direction of the Buyer, the Seller shall also protect and preserve Property all Buyer Materials in its possession in which Buyer has an interestpossession. F. (e) The Buyer shall pay the Order price for completed supplies Products delivered or services performed and acceptedaccepted in accordance with section 7(d). The Seller and Buyer shall agree on the a reasonable amount of payment for manufacturing materials Seller Materials delivered and accepted and for the protection and preservation of the property. G. accepted. Failure to agree will be a dispute to be resolved pursuant to section 21. The Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any may withhold from these amounts owed by Buyer to Seller, and any sum the Buyer determines to be necessary to protect the Buyer against loss because of losses incurred due to Seller’s default, including outstanding liens or claims of former lien holdersholders against Seller, and the Products and ▇▇▇▇▇’s estimate of excess re-procurement costs due Buyer. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

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

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

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

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

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

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

Termination for Default. A. Subject (A) If the Seller is in default in carrying out any of its obligations under this Order, the Buyer shall, prior to paragraphs C and D below, Buyer may terminate this Order in termination of the whole or in partpart of this Order, by written give the Seller notice of such default. The Seller shall have ten (10) calendar days (or more if authorized in writing from the Buyer) from the date of receipt of such notice in which to cure the default to Seller if Seller: 1. Fails to deliver the supplies or to perform satisfy the services within the time specified in this Order or any extension; 2. Fails to make progress so as to endanger performance of this Order or to perform any of the other provisions of this Order and does not cure Buyer that failure such default shall be cured within a period of 10 days after receipt of time acceptable to the notice from Buyer specifying Seller’s Buyer. Upon failure to perform; orcure the default, Buyer may give the Seller written notice of Termination for Default. 3. Becomes insolvent (B) Where the Seller becomes bankrupt or insolvent, makes a general an assignment for the benefit of creditors, or files or has filed against it a petition takes the benefit of bankruptcy or pursues any other remedy under any other law statute relating to the relief for bankrupt or insolvent debtors, or in the event where a trustee or receiver is appointed under a debt instrument or a receiving order is made against the Seller, or an order is made or a resolution passed for the winding up of the Seller’s property , the Buyer may, upon giving written notice to the Seller, immediately terminate for default the whole or business; or assignmentany part of this Order. B. If Buyer terminates (C) Upon the giving of a notice provided for in paragraph (A) or (B), the Seller shall have no claim for further payment other than as provided in this Order in whole or in partClause, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will but shall be liable to the Buyer for all direct losses and direct damages which may be suffered by the Buyer by reason of the default, including any excess increase in the costs for those supplies or servicesincurred by the Buyer in procuring the Goods from another source. However, Nothing in this Clause 12 affects any obligation of the Buyer under the law to mitigate damages and Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance proceed with the Non-Conforming Goods clause herein, at Seller’s costportion of this Order not terminated under the provisions of this clause. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. (D) If this Order is terminated for default, the Buyer may require the (E) Upon receipt of a notice provided for in paragraph (A) or (B), the Seller to transfer title and deliver to Buyer, shall have no claim for further payment other than as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” provided in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. The Buyer shall pay the Order price for completed supplies Goods delivered or services performed and accepted. The Seller and Buyer shall agree on the amount of payment for manufacturing materials Manufacturing Materials delivered and accepted and for accepted. Failure to agree will be a dispute under the protection and preservation of the property. G. Disputes clause. The Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any may withhold from these amounts owed by Buyer to Seller, and any sum the Buyer determines to be necessary to protect the Buyer against loss because of outstanding liens or claims of former lien holdersholders and ▇▇▇▇▇'s estimate of excess reprocurement costs due Buyer. H. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law or under this Order.

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

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

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

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

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

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

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

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

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

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

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

Termination for Default. A. Subject to paragraphs C and D below13.1. Buyer may, Buyer may terminate this Order in whole or in part, by after providing Seller with twenty (20) calendar days written notice of default to Seller Seller, 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 this Subcontract in whole or in part if the Seller: 1. Fails : (i) fails to deliver the supplies Goods or to perform the services Services within the time specified in this Order Subcontract or any written extension; 2. Fails ; (ii) fails to make progress progress, so as to endanger performance of this Order or to perform Subcontract; (iii) material breaches any of the other provisions of this Order and does not Subcontract or, (iv) fails to provide adequate assurance of future performance; provided, however, there shall be no cure that period for default related to failure within a period to meet the delivery schedule or defaults incapable of 10 days after receipt 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 notice from Buyer specifying settlement of Seller’s failure to perform; or 3debts. Becomes insolvent or makes a general assignment for To the benefit of creditorsextent allowed by law, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for of Seller’s property or business; or assignment. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for defaultbankruptcy, Buyer may require Seller to transfer title and deliver to post such financial assurance, as Buyer, as directed by ▇▇▇▇▇, any (1) completed supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (collectively referred to as “manufacturing mate- rials” in this clause) that Seller has specifically produced or acquired for the terminated portion of this Order. Upon direction of Buyer, Seller shall also protect and preserve Property in its possession in which Buyer has an interest. F. Buyer sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall pay the Order price for completed supplies delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. G. Buyer shall, at its option, have the right to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer constitute a default under this Order, all deposits, amounts, or balances held by Buyer for the account of Seller, any amounts owed by Buyer to Seller, and any sum Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. H. Subcontract. The rights and remedies of Buyer in this clause are in addition to any other rights and remedies provided by Law law or under this OrderSubcontract. 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 the Termination for Convenience provision hereof except that 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 clause, 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. Subject (a) BUYER may, by written Notice of Default to paragraphs C and D belowSELLER, Buyer may terminate this Order Agreement in whole or in part, by written notice of default to Seller part if Seller: 1. Fails to the SELLER fails to: (i) deliver the supplies Goods or to perform the services Services within the time specified in this Order Agreement or any extension; 2. Fails to ; (ii) make progress progress, so as to endanger performance of this Order or to Agreement; or, (iii) perform any of the other provisions of this Order and does not cure that failure within a period of 10 days after receipt of the notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the event a trustee or receiver is appointed for Seller’s property or business; or assignmentAgreement. B. If Buyer terminates this Order in whole or in part, it may acquire, under the terms and in the manner Buyer considers appropriate, supplies or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for those supplies or services. However, Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product in accordance with the Non-Conforming Goods clause herein, at Seller’s cost. C. If the failure to perform is caused by an excusable delay, as described in the Excusable Delay clause herein, Seller shall not be liable for any excess costs of re-procurement. D. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negli- gence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtain- able from other sources in sufficient time for Seller to meet the required deliver schedule. E. If this Order is terminated for default, Buyer (b) BUYER may require Seller SELLER to transfer title and deliver to BuyerBUYER, as in the manner and to the extent directed by ▇▇▇▇▇BUYER, any (1) completed supplies, and (2) partially completed supplies Goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationServices, information and contract rights (collectively referred to Materials) as “manufacturing mate- rials” in this clause) that Seller SELLER has specifically produced or acquired for the terminated portion performance of this OrderAgreement, including the assignment to BUYER of SELLER’s subcontracts. Upon direction of Buyer, Seller shall also SELLER further agrees to protect and preserve Property property in its the possession of SELLER in which Buyer BUYER has an interest. F. Buyer shall pay the Order price . Payment for completed supplies Goods delivered or services performed and accepted. Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by BUYER shall be at the Agreement 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 property. G. Buyer shallsame manner as provided in section 10, at its optionhereof, have the right except that SELLER shall not be entitled to set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer profit. BUYER may withhold from SELLER monies otherwise due SELLER for the account of Seller, any completed Goods and/or Materials in such amounts owed by Buyer to Seller, and any sum Buyer as BUYER determines to be necessary to protect Buyer BUYER against loss because of due to outstanding liens or claims of former lien holdersagainst said Goods and Materials. H. (c) SELLER shall promptly notify BUYER if SELLER is the subject of any petition in bankruptcy. In the event of SELLER’s bankruptcy, BUYER may require SELLER to post such financial assurance, as BUYER, in its sole discretion, deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default under this Agreement. The rights and remedies of Buyer BUYER in this clause are in addition to any other rights and remedies provided by Law law or under this OrderAgreement. (d) If SELLER is terminated for default pursuant to this clause, SELLER is liable to the BUYER for any excess repurchase costs incurred in acquiring goods and/or services similar to those terminated for default, and for any other damages, whether or not repurchase is effected.

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