Common use of Tools Clause in Contracts

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- ment, within the customary scope.

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion propor- tion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-co- ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scopescope with a reputable insurer with a business presence in Singapore, pay all premiums promptly, and include us as beneficiaries of such insurance coverage and payouts .

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- ment, within the customary scope.

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Suppliersupplier. The Supplier supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Suppliersupplier. The Supplier supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier supplier for the then present value of the Suppliersupplier’s co-ownership share. In no event shall the Supplier supplier have a right to retain the tools. The Suppliersupplier’s obligation to turn over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation supplier and in cases of long term interruptions of the supply relationship. The Supplier supplier shall insure the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scope.

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool tool, we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- ment, within the customary scope.

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scope.

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier and the Supplier must ensure it does not permit any encumbrance or charge to be registered over the Accessories in favour of any third party. The Supplier acknowledges that these terms constitute a Security Agreement for the purposes of the Personal Property Securities Act 2009 (Cth) and that we are entitled to claim a security interest over the tools that are on loan with the Supplier. The Supplier acknowledges that we, as a Secured Party, are entitled to register our security interest in the tools pursuant to these terms. The Supplier shall require our release of any registered security interest and consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scopescope with a reputable insurer with a business presence in Singapore, pay all premiums promptly, and include us as beneficiaries of such insurance coverage and payouts .

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-co- ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-co- ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scope.

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately imme- diately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation obli- gation to turn over the tools shall apply also in case the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scope.

Tools. Notwithstanding any Without prejudice to other agreement to the contraryagreements, we IMO shall receive acquire full ownership or co-ownership of the tools to the extent we have contributed to IMO participated in the proven costs for tools used in to manufacture the manufacture of the supplied goodssupply item. We will acquire (co)ownership Co-)ownership of the tools shall pass to IMO upon payment. The tools They shall otherwise remain on loan with the loaned to Supplier. The Supplier shall require our consent be entitled to legally dispose (in the legal or the factual sense of the term) of over the tools, to move the change their location of the tools or to disable the tools permanentlyrender them lastingly inoperable only with IMO's approval. The Supplier shall label the tools as our the (co-) property or property held in co-ownership, as applicableof IMO. The Supplier shall bear the costs for the maintenancemaintaining, repair repairing and replace- ment of replacing the tools. We Replacement tools shall have title in the replacement tools in the same proportion be owned by IMO as per its share in the original toolstool. In cases the event of co-ownership of a tool we tool, IMO shall have a pre-emptive purchase right of first refusal with respect to the Supplier's co-ownership share of the Supplierthereof. The Supplier must shall use tools subject to IMO's (co-)owned by us exclusively for co-)ownership solely to manufacture the purpose of manufacturing the supplied goodssupply items. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions termination of the supply relationship, Supplier shall immediately surrender tools upon request; for tools subject to IMO's co-ownership, IMO shall reimburse Supplier with the fair value of its co-ownership after receipt of the tools in question. The Supplier shall not have any right of retention whatsoever. Supplier shall also surrender tools in the event of insolvency being filed against it or a longer interruption to supplies. Supplier shall insure the tools within tool to the agreed upon scope or, absent such agree- ment, within extent or where no agreement has been reached to the customary scopeextent.

Tools. Notwithstanding any other agreement agreem ent to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier and the Supplier must ensure it does not permit any encumbrance or charge to be registered over the Accessories in favour of any third party. The Supplier acknowledges that these terms constitute a Security Agreement for the purposes of the Personal Property Securities Act 2009 (Cth) and that we are entitled to claim a security interest over the tools that are on loan with the Supplier. The Supplier acknowledges that we, as a Secured Party, are entitled to register our security interest in the tools pursuant to these terms. The Supplier shall require our release of any registered security interest and consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scopescope with a reputable insurer with a business presence in Singapore, pay all premiums promptly, and include us as beneficiaries of such insurance coverage and payouts .

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership co‐ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownershipco‐ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership co‐ownership of a tool we shall have a right of first refusal with respect to the co-ownership co‐ownership share of the Supplier. The Supplier must use tools (co-)owned co‐)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned co‐owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership co‐ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- agree‐ ment, within the customary scope.

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately imme- diately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation obli- gation to turn over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scope.

Tools. Notwithstanding any other agreement to the contrary, we the Customer shall receive full ownership or co-ownership of the tools to the extent we have the Customer has contributed to the proven costs for tools used in the manufacture of the supplied goods. We The Customer will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our the Customer’s consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our the Customer’s property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We The Customer shall have title in the replacement re- placement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we the Customer shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our the Customer’s request, immediately turn over the tools to usthe Customer. For tools co-owned by us we must, following Fol- lowing hand over of the (co-)owned tools to usthe Customer, it shall reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case any of the Supplier faces an essential impairment of its financial situation circumstances described in Clause XIII(1.1)(1.1.1) - XIII(1.1)(1.1.3) inclusive or in Clause XV(1)(1.1) -XV(1)(1.3) inclusive and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scopescope of best industry practice.

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership co- ownership/ownership of the tools upon payment. The tools shall remain in the custody of or, in case we have acquired full ownership on loan with the Supplier. Supplier for the duration of the contract or agreement governed by these Conditions The Supplier shall require secure our prior consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools in proportion to its inter- est in such tools and shall advance the cost corresponding to our interest in such tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool tool, we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end Upon delivery of the deliverygoods, the Supplier must, upon our written request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure be responsible for insuring the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scopescope with a reputable insurer with a business presence in the Philippines, paying all premiums promptly without prejudice to its exercise of its right to reimbursement from us correspond- ing to our proportionate interest in the tools, and include us as beneficiaries of such insurance coverage and payouts.

Tools. Notwithstanding any other agreement agreem ent to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership co- ownership/ ownership of the tools upon payment. The tools shall remain in the custody of or, in case we have acquired full ownership on loan with the Supplier. Supplier for the duration of the contract or agreement governed by these Conditions The Supplier shall require secure our prior consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools in proportion to its inter- est in such tools and shall advance the cost corresponding to our interest in such tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool tool, we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end Upon delivery of the deliverygoods, the Supplier must, upon our written request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure be responsible for insuring the tools within the agreed upon scope or, absent such agree- mentagreem ent, within the customary scopescope with a reputable insurer with a business presence in the Philippines, paying all premiums promptly without prejudice to its exercise of its right to reimbursement from us correspond- ing to our proportionate interest in the tools, and include us as beneficiaries of such insurance coverage and payouts.

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership (“indivision”) of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goodsgoods in the framework of the order/the contract. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanentlyperma- nently. The Supplier shall label the tools as our property or property held in co-ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share (“quote-part”) of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goodsgoods in the framework of the order/the contract. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to usus and at its costs. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions interrup- tions of the supply business relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- ment, within for the customary scopefull value of the replacement tool.

Tools. Notwithstanding any other agreement to the contraryagreement, we SCHAEFFLER shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We SCHAEFFLER will acquire the (co)ownership co-) ownership of the tools upon payment. The tools payment and shall remain on loan with be deemed to have been loaned to the Supplier. The Supplier shall require our consent to dispose (in the legal refrain from legally or the factual sense effectively disposing of the term) of the toolstool, to move the location of the tools transferring it or to disable the tools permanentlyrendering it unusable, without SCHAEFFLER’S authorization. The Supplier shall label identify the tools tool as our property or property held in co-SCHAEFFLER’S (co-) ownership, as applicable. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the toolstool. We The replacement tool shall have title in the replacement tools be SCHAEFFLER’S property in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Suppliertool. The Supplier must may only use tools the tool of SCHAEFFLER’S (co-)owned by us exclusively co)property for the purpose of manufacturing the supplied goods. After Once the end of the deliveryproject is finished, the Supplier must, upon our SCHAEFFLER’S request, immediately turn over return the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over return the tools shall apply also in case of insolvency proceedings against the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- ment, within the customary scope.

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon paymentpaym ent. The tools shall remain on loan with the Supplier. The Supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable disa- ble the tools permanently. The Supplier shall label the tools as our property or property held in co-ownership, as applicableapplica- ble. The Supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the co-ownership share of the Supplier. The Supplier must use tools (co-)owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier must, upon our request, immediately turn over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier for the then present value of the Supplier’s co-ownership share. In no event shall the Supplier have a right to retain the tools. The Supplier’s obligation to turn over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation and in cases of long term interruptions of the supply relationship. The Supplier shall insure the tools within the agreed upon scope or, absent such agree- ment, within the customary scope.long

Tools. Notwithstanding any other agreement to the contrary, we shall receive full ownership or co-ownership of the tools to the extent we have contributed to the proven costs for tools used in the manufacture of the supplied goods. We will acquire (co)ownership of the tools upon payment. The tools shall remain on loan with the Suppliersupplier. The Supplier supplier shall require our consent to dispose (in the legal or the factual sense of the term) of the tools, to move the location of the tools or to disable the tools permanently. The Supplier supplier shall label the tools as our property or property held in co-ownership, as applicablethe case may be. The Supplier supplier shall bear the costs for the maintenance, repair and replace- ment replacement of the tools. We shall have title in the replacement tools in the same proportion as in the original tools. In cases of co-ownership of a tool we shall have a right of first refusal with respect to the acquisition of the co-ownership share of the Suppliersupplier. For the purpose of exercising our right of first refusal, the supplier shall notify us in written form about his intent to sell its co-ownership share mentioning the sale-purchase price thereof. In case we expressly refuse to purchase such co-ownership share or in case we do not reply to the supplier’s notice within 60 days from receipt of such notice, the supplier shall be free to dispose of its co-ownership share in favor of third parties for the same price. The Supplier supplier must use tools (co-)owned co- )owned by us exclusively for the purpose of manufacturing the supplied goods. After the end of the delivery, the Supplier supplier must, upon our request, immediately turn hand over the tools to us. For tools co-owned by us we must, following hand over of the tools to us, reimburse the Supplier supplier for the then present value of the Suppliersupplier’s co-ownership shareshare at the moment of handing over. In no event shall the Supplier supplier have a right to retain the tools. The Suppliersupplier’s obligation to turn hand over the tools shall apply also in case of an insolvency application with respect to the Supplier faces an essential impairment of its financial situation supplier and in cases of long term interruptions of the supply relationship. The Supplier supplier shall insure the tools within the agreed upon scope or, absent such agree- mentagreement, within the customary scope.