Common use of Changes Clause in Contracts

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, The Buyer may at any time, exclusively in writing signed by its authorized procurement agenta written order and without notice to the sureties, if any, make changes to changes, within the general scope of this Agreement which affect the; Order in any one or more of the following: (ai) drawings, designs, or specifications of goods being specially manufactured for EAI; specifications, (bii) method of shipment or packing; , (ciii) place of delivery; and (iv) the amount of Buyer or Government-furnished property. If Seller deems any instruction or direction by or on behalf of Buyer to be a change to this Purchase Order, it must so notify Buyer in writing within seven (d7) delivery schedulesdays of the receipt of such instruction or direction. If any such change causes charge requires an increase or decrease in any hourly rate or in the cost of, ceiling price provided for in this Order or in the time required for, for the performance of any part of the work under this AgreementOrder, whether changed or not changed by any such Order, or otherwise affects any other provision of this Order and Seller makes a proper and timely request, an equitable adjustment may shall be made in the price or (i) ceiling price, (ii) hourly rates, (iii) delivery schedule or both as mutually agreedschedule, and (iv) in such other provisions of this Order as may be so affected and the Agreement Order shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx the Seller for adjustment under this Article clause must be asserted in writing to EAI’s authorized procurement agent not later than twenty within thirty (2030) calendar days after from the date of receipt by the Seller of the written change authorizationnotification of change, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar daysprovided, however, there shall not be deemed acceptance of ECRs by EAIthat the Buyer, if it decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this Order. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed Failure to ECRs agree to any adjustment shall be allocated as detailed a dispute concerning a question of fact within the meaning of the “Disputes” clause of this Order. However, nothing in this Article 11.17 clause shall excuse the Seller from proceeding with the Order as changed. Xxxxx's engineering and technical personnel are not authorized to change the Goods or Services ordered or any other provision of this AgreementPurchase Order. No change order will be binding on Buyer unless issued by an authorized representative of Xxxxx's procurement department. Nothing in this Clause shall excuse Seller from proceeding with the Purchase Order as changed.

Changes. a. For EAI controlled designed ProductsBuyer may unilaterally, EAI may, and at any timetime by providing written notice, exclusively stop work, in writing signed by its authorized procurement agentwhole, or in part. or make other changes in Seller’s Products to the general scope of be provided under this Agreement which affect theAGREEMENT. Such changes include, but are not limited to: (i) quantities; (aii) drawings, designs, or specifications of goods being specially manufactured for EAIother specifications; (biii) packing, method of shipment shipment, or packing; (c) time or place of delivery; and (iv) the amount of property furnished by the Buyer or the Buyer’s Customer. Seller shall proceed immediately to perform this AGREEMENT as changed. b. Subject to Article 21, Excusable Delays (d) delivery schedules. If any Force Majeure), below, if such change causes changes cause an increase or decrease in the cost of, or the time required for, of performance of this AgreementAGREEMENT, the parties shall promptly negotiate in good faith an equitable adjustment may be made in the price or delivery schedule or both as mutually agreedadjustment, and the Agreement AGREEMENT shall be modified in writing accordingly provided howeveraccordingly. Except where an extension is granted in writing by Xxxxx, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any any claim by Xxxxxx for adjustment under this Article must 13 shall be deemed to be absolutely and unconditionally waived unless asserted in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by Seller of the written change authorizationchange. Seller shall submit to Buyer in writing any claim for an adjustment under this Article 13 as soon as is reasonably possible, or within such extension as EAI may grant in writingalong with a specification of the amount claimed with supporting cost figures. If no Such specification shall be accompanied by a signed statement from Seller that the claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be made in the form of a complete change proposal fully supported by detailed good faith and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI Buyer shall have the right to direct review any analyses performed in determining the manner of disposition amount of such assets. EAI shall have claim and meet to discuss the right to examine analyses with any of Buyer’s personnel that participated in conducting the analyses. c. Seller may not make any changes to this AGREEMENT without Xxxxx’s express written consent. Xxxxx's engineering and technical personnel are not authorized to change the Products ordered under this Agreement or any other provision of this AGREEMENT. No Change Order will be binding on Buyer unless issued by Xxxxx's Supply Chain Representative in writing. This AGREEMENT is Xxxxx’s offer to Seller to purchase the Products described in this offer. Any additional terms proposed in Seller’s pertinent books acceptance of Xxxxx’s offer including, but not limited to, shrink-wrapped or click-through terms not specifically negotiated and records for expressly made a part of the purpose of verifying Seller’s claim. b. Any Seller proposed design changes Purchase Order, which add to, vary from, or conflict with the terms herein are hereby objected to by Buyer and are void. All communication between Xxxxxx and Buyer affecting the work and Products to be furnished hereunder shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”)Supply Chain Representative. EAI Buyer’s technical personnel may provide an initial response to Seller within twenty (20) calendar dayswritten technical direction, however, there technical or management direction shall not impose tasks and requirements upon the Seller that are additional to or different from the general tasks and requirements established in the AGREEMENT. For the technical direction, to be deemed acceptance valid: (i) such direction must be issued in writing consistent with the general scope as set forth in this AGREEMENT; and (ii) such direction shall not commit Buyer to any adjustment of ECRs the price, schedule or other AGREEMENT provisions. d. If any technical direction is interpreted by EAIthe Seller to fall within Article 13, Changes, Seller shall not implement such direction, but shall notify Buyer’s Supply Chain Representative in writing of such interpretation within ten (10) business days after Seller’s receipt of such direction. EAI may accept Such notice shall: (i) include the reason upon which the Seller bases its belief that the technical direction falls within the purview of the Changes clause; and (ii) include the Seller's best estimate as to revision in estimated price, performance time, delivery schedules and any other issues that would result from implementing the technical direction. e. If, after reviewing the information, the Buyer is of the opinion such direction is within the purview of the Changes clause and considers such changes desirable, Buyer will issue unilateral direction to proceed pursuant to the authority granted under the Changes Article. f. In the event the Buyer determines it is necessary to avoid a delay in performance of the AGREEMENT while Xxxxx is reviewing the information submitted by Seller hereunder, Xxxxx may, in writing, direct the Seller to proceed with the implementation of the technical direction pending review of such information. Should Buyer later determine the change direction is appropriate; the written direction issued hereunder shall constitute the required change direction under the Changes Article. g. Failure of the Seller and the Buyer to agree on whether direction is technical direction or reject such ECRs in its sole discretiona change within the purview of the Changes Article shall be a dispute under Article 17, Disputes/Claims. Any cost savings attributed action taken by the Seller in response to ECRs any direction that falls within the purview of the Changes Article, or that Seller claims to fall within the purview of the Changes Article, given by any person other than the Supply Chain Representative shall be allocated as detailed at the Seller's own risk. h. Further, Seller shall provide written notification to Buyer prior to making any changes to Seller’s tooling, facilities, materials, or processes, and/or shall provide written notification to Buyer upon becoming aware of any such changes by Seller’s subcontractors at any tier, that could affect the work to provide Products under in this AGREEMENT. This requirement includes changes to fabrication, assembly, handling, inspection, acceptance, testing, manufacturing location, parts, materials, or suppliers. Seller shall notify Buyer of any pending or contemplated future action to discontinue or delay work under this AGREEMENT and shall allow Buyer to submit a forecast of expected annual usage prior to Seller finalizing its decision to discontinue the work or the Products. Seller shall provide Buyer with a “Last Time Buy Notice” at least twelve (12) months prior to the actual discontinuance of any products, for example. Seller shall extend opportunities to Buyer to place last time buys of Products with deliveries not to exceed one hundred eighty (180) days after the last time buy date. Seller shall flow down to subcontractor(s)/suppier(s) the requirements of this clause and all other applicable flow down provisions. i. Nothing in this Article 11.17 13, including any disagreement with Xxxxx as to the equitable adjustment to be made, shall excuse Seller from proceeding with performance of this AgreementAGREEMENT as changed. j. No changes in process or qualified design, or substitutions of materials or accessories may be made without Buyer’s prior written consent. No charges for extras will be allowed unless Xxxxx has agreed to such extras in writing and the price agreed upon. k. If, after acceptance of the AGREEMENT or at any time during the performance of this AGREEMENT, Xxxxxx believes any portion of this AGREEMENT is inaccurate, inconsistent or incomplete, Seller shall promptly notify Buyer in writing identifying any discrepancies and requesting resolution before proceeding or continuing with the portion of this AGREEMENT in question. In the event that the Seller fails to contact Xxxxx in a timely manner to resolve said discrepancies or inconsistencies and Seller proceeds with or continues any work in question, Seller shall on its own accord and shall be solely responsible for any errors or omissions, including all associated cost schedule impacts or both resulting therefrom.

Changes. a. For EAI controlled designed Products, EAI (a) The Project Manager or CNL may, at any time, exclusively in writing signed by its authorized procurement agent, make changes by altering, varying, reassigning, adding to, or deducting from the Work (a “Change”) by preparing a Notice of the change (a “Change Notice”) and providing same to the Contractor. (b) Instructions are deemed to be duly given to the Contractor if recorded in the minutes of a meeting, delivered to the general scope superintendent or xxxxxxx of this Agreement which affect the; (a) drawingsthe Contractor, designsdelivered in writing to the individual, a member of the firm, or specifications an officer of goods being specially manufactured the corporation for EAI; whom they are intended, or if delivered pursuant to the Notice provision hereof. If the Contractor believes any written instruction received from CNL constitutes a Change, the Contractor will give CNL Notice within five (b5) method business days after receipt of shipment or packing; such instructions (a “Change Request”), and in any event, before proceeding to execute the instruction. (c) place A Change Request must include a budget and, if applicable, a revised Construction Schedule reflecting changes in cost, time, or both arising from such Change. The Change Request must be delivered to CNL within ten (10) days after receipt of delivery; instructions or Change Notice as applicable. If approved, CNL will prepare a Change/Update of the Purchase Order for this Agreement, setting forth the terms of such Change, including any change to the budget and/or Construction Schedule for execution by both Parties (the “Change Order”). (d) delivery schedulesNo Change in the Work will be effected unless authorized by a Change Order or other written authorization by CNL as provided hereunder. If the Contractor proceeds with any Change without such change causes an increase Change Order, CNL is under no obligation to pay for such unauthorized work or decrease in the cost ofto allow any schedule changes with respect thereto. (e) The Contractor shall carry out all such alterations, variances, reassignments, additions, or deductions upon receipt of such Change Order. Notwithstanding any disagreement or dispute between the time required for, performance Parties as to any of the provisions of this AgreementSection, an equitable adjustment may there will be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value no interruption of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, Construction Schedule pending settlement or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition resolution of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimdispute or disagreement unless so directed by CNL. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, ‌ X. Xxxxx’s PCO may at any time, exclusively in writing signed by its authorized procurement agentwritten order, and without notice to sureties or assignees, if any, make changes to within the general scope of this Agreement which affect the; Order. in (a1) drawings, designs, or specifications statement of goods being specially manufactured for EAIwork, specifications, planning and /or other technical documents; (b2) method of shipment shipment, packaging, or packing; (c3) time and place of inspection, delivery or acceptance; (4) reasonable adjustments in quantities and/or delivery schedules; (5) place of deliveryperformance of the Service; or (d6) delivery schedules. the amount of Buyer/Government furnished property; and (7) terms and conditions required to meet Buyer’s obligations under its prime contracts, including, but not limited to, any mandatory flow-down clauses. B. If any such authorized change causes an increase or decrease in the cost of, or the time required forto perform this Order, performance of this Agreement, Buyer and Seller shall negotiate an equitable adjustment may be made in the price and/or schedule, to reflect the increase or delivery schedule or both as mutually agreed, and the Agreement decrease. Buyer shall be modified modify this Order in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. 1. Any claim by Xxxxxx for adjustment under this Article must shall be unconditionally waived unless: (i) asserted in writing and delivered to EAIXxxxx’s authorized procurement agent not later than twenty PCO within fifteen (2015) calendar days after of the date of receipt by Seller of the written change authorization, or order and (ii) a fully supported proposal is delivered to Xxxxx’s PCO within such extension as EAI may grant in writingthirty (30) days of the date of the written change order. 2. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in Seller claims the form cost of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be any Product made obsolete as a result of a change is included in Seller's claim for adjustmentor excess, EAI Buyer shall have the right to direct prescribe the manner of disposition of such assetsthe Product to include the right to acquire that Product for cost claimed. 3. EAI shall Buyer, its authorized representatives, and its customer have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. However, at Seller’s request, in lieu of Buyer, a mutually agreeable third party can examine books and records to verify Xxxxxx’s claim. b. Any Seller proposed design changes 4. Failure to agree to any adjustment shall be submitted to EAI through a dispute within the authorized Procurement Agent in meaning of the form of an EAI engineering change request (herein “ECR”)Disputes” clause hereof. EAI may provide an initial response to However, Seller within twenty (20) calendar days, however, there shall not be deemed acceptance excused from proceeding with this Order as changed. X. Xxxxx’s engineering, technical personnel and other representatives may from time to time render assistance or give technical advice or discuss issues or engage in an exchange of ECRs by EAIinformation with Seller’s personnel concerning the Products or Services hereunder. EAI may accept or reject No such ECRs in its sole discretion. Any cost savings attributed to ECRs action shall be allocated as detailed in deemed to be a change, nor shall it be the basis for an equitable adjustment, and no such action shall relieve Seller of its obligations under this Article 11.17 of this Agreement.Order.‌

Changes. a. For EAI controlled designed ProductsA. CHANGE ORDER PROCEDURE - Except as otherwise stated in this Contract, EAI mayno alterations, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; (a) drawings, designsadditions, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may deletions will be made in the Work unless agreed to in writing by Xxxxx and Builder. To approve a proposed change, both Buyer and Builder shall sign a written agreement (“Change Order”) in the form attached hereto. Upon receiving from Buyer a written request for any such change that details the nature of the changes to be made, Builder shall present Buyer with a proposal for the changes including any additional price of construction, additional Builder's compensation, and any extensions to the Projected Completion Date. If Xxxxx accepts, in writing, Xxxxxxx's proposal for changes, the Change Order will become a binding attachment to the Construction Documents, and to the extent a conflict between a Change Order and the Construction Documents exists, the terms of the Change Order shall control. Any Buyer party (e.g. husband or delivery schedule or both wife) may sign the Change Order as mutually agreedagent for the other, and the Agreement signature of one Buyer shall be modified in writing accordingly provided howeverbinding on the other. Failure of Buyer to approve Builder's proposal for changes within three (3) days after receipt shall constitute a rejection of the proposal. Builder shall be reimbursed at $ 150.00 per hour, that with a minimum fifty dollars, for all expenses and effort incurred in the case production of Product design changes that any Change Order proposal not accepted by the Buyer. Unless otherwise specified in agreed upon Change Orders, Buyer shall render pay for all agreed upon Change Orders including the Product on open Purchase Orders unusable additional Builder's compensation to Builder in whole cash or in part, the equitable adjustment shall not exceed the value immediately available funds within three (3) business days after Xxxxx's acceptance of the open Purchase Order(s)proposal. Any claim by Xxxxxx for adjustment under this Article must Builder will not be asserted in writing obliged to EAI’s authorized procurement agent not later than twenty proceed with any Work until any such amounts have been paid as agreed. Builder has no obligation to stop the Work while Change Orders are being discussed. B. CHANGE ORDERS OF NECESSITY - Notwithstanding the provisions of Section 12.A, Xxxxx agrees to execute Change Orders (20including any necessary increases to the Total Sales Price) calendar days after that may be necessary to: 1) Comply with applicable governmental requirements. 2) Provide structural integrity to the date of receipt by Seller of the written change authorizationImprovements. 3) Route electrical, mechanical, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be other systems included in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimWork. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent 4) Avoid or correct any conditions which might result in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept defects or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreementother warranty claims.

Changes. a. For EAI controlled designed Products(a) No charges for extra work will be recognized without written authority executed in the same manner as the original purchase order prior to performing such work. This order must not be billed at higher prices than last charged or quoted, EAI without our written approval as set forth herein. (b) In the event we request you to review a proposed modification which may affect your work, you shall respond in writing within 7 days after receipt of said request or other reasonable limits as we may provide, stating the effect of the proposed modification including details of additional cost and time required, otherwise you shall accept our determination as to the effect of the proposed modification or change. We may, however, at any timetime without notice to your surety, exclusively in writing signed by its authorized procurement agentwritten order designated to be a change order, make changes to any change in the work within the general scope of this the Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; notwithstanding the above. (c) place of delivery; No work which you deem to be a modification, change or (d) delivery schedules. If any such change causes an increase or decrease extra work shall proceed without written authority from us executed in the cost ofsame manner as our original agreement. Should we be unable to agree as to the value of such work to be added or omitted, we may, at our option, order you to proceed by written order as set forth above omitting the value of such work to be added or omitted. We reserve the time required forright, performance of this Agreementat our option, an equitable adjustment may be made in to submit to the price architect, engineer or delivery schedule or both as mutually agreed, and owner’s representative the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed issue to determine the value of the open Purchase Order(s). Any claim work, whose decision shall be binding to the limits stated in the Contract Documents. (d) Should you be required to perform additional work by Xxxxxx order of us as set forth above, for adjustment under this Article must be asserted in writing which the amount of compensation is not previously agreed upon, you shall prior to EAI’s authorized procurement agent not later than twenty (20) calendar days after performing such work submit to us a proposal describing the date of receipt by Seller estimated describing the estimated quantities and costs involved, and shall keep accurate, detailed and itemized records of the written change authorizationcosts of any such change, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed reporting said information to be accepted by Seller. Claims shall be us in the form and manner prescribed by us. At least as often as to include with each application for payment you make, and if requested by us as often as each day, you shall furnish certified copies of a complete change proposal fully supported by detailed all time sheets, payrolls, invoices, vouchers, receiving and factual information. Where inventory assets will be made obsolete inspection reports and other documentation evidencing and specifically segregating those changes which evidence your expenditures you deem as a result of a change is included in Seller's claim for adjustment, EAI shall have such change. Receipt and acknowledgement of the right to direct above by us or the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there owner shall not be construed or deemed as acceptance of ECRs the accuracy and validity of any portion thereof by EAIus or the owner, until such time as final change order amounts are determined to be appropriate, proper, and you receive a written order from us executed in the same manner as our original agreement. (e) Should you fail to comply with the above, you expressly waive any claim for additional cost in the performance of the modification, change or extra work. EAI In no event will you be paid any amount in excess of those costs and claims submitted by you as set forth above, and you further expressly agree you will not receive or be paid by us more than that amount we receive from the owner on account of any claim for amounts due for modifications, changes or extra work. (f) Any equitable adjustment and/or damages the Seller may accept or reject such ECRs in its sole discretion. Any cost savings attributed be entitled to ECRs receive on account of a properly and timely made delay and/or change claim shall be allocated as detailed in this Article 11.17 limited to its demonstrated additional direct costs of this Agreementperformance caused by such delay/change and shall not include claims for lost profits, attorneys fees, and/or consequential damages.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; ‌ (a) drawingsFrom time to time circumstances may arise which justify a Change. (b) No Change shall be effective unless authorized by Buyer by issuance of a Change Order pursuant to the provisions of this article 13. (c) Buyer shall, designswhen reviewing each potential Change and determining the nature and extent of any Change Order which is to be granted in accordance with the subsequent paragraphs of this Article, consider in detail the following information:‌ (i) The nature, scope and extent of the Change, including but not limited to any additions or specifications deletions from the Scope of goods being specially manufactured Work; (ii) The effect, if any, of the Change on the Project Schedule or on the Guaranteed Substantial Completion Date(s), as applicable; (iii) The effect, if any, of the Change on the amount the Purchase Price; provided, however, that in no event shall the amount of the Purchase Price be subject to change for EAIany Change that does not constitute a material change in the Scope of Work requested by Buyer; and (iv) Such other information as may reasonably be necessary for the implementation of the Change Order, including but not limited to the effect on any other provisions hereof which may be impacted by the Change. Buyer shall, in the case of an Buyer-Initiated Change or, if it elects to do so, in the case of Seller Initiated Changes, and in all events in the case of Required Changes, thereafter issue such Change Order having regard to all such circumstances as is just and equitable and in a form substantially similar to the Change Order Form attached hereto as Exhibit D-1 which shall address, to the extent required, all of the issues set out in this Section 13.1(c). (d) In the case of any request for a Change Order which is permitted to be made in accordance with this Agreement, it shall take the form of a Change Order Request (each a “Change Order Request”) which shall be delivered to Buyer in writing as soon as possible and in any event within ten (10) days after Seller becomes aware of the circumstances which it believes (or through the exercise of Best Recognized Practice should believe) necessitates a Change. In no case shall Seller be entitled to recover costs as a Change Order in connection with conditions that give rise to such Change Order arising prior the date on which Seller requests the Change Order, except to the extent that such costs are incurred reasonably and properly in order to achieve the Substantial Completion Date. Any Change Order Request shall be in a form substantially similar to the Form of Change Order Request attached hereto as Exhibit D-2 and comprising the following information: (a) the factors necessitating or the basis for the Change; (b) method of shipment or packingthe impact, if any, which the proposed Change is likely to have on the Purchase Price; (c) place of deliverythe impact, if any, which the proposed Change is likely to have on the Project Schedule (including the Guaranteed Substantial Completion Date); or (d) delivery schedules. If any other impacted provisions hereof; and (e) such change causes an increase or decrease other information which Buyer may reasonably request in the cost of, or the time required for, performance connection with such proposed Change. (e) The issuance of a Change Order shall not result in invalidation of this Agreement. (f) Except with respect to a Buyer Initiated Change, as to which the disregarded amount shall be $25,000, no circumstances will constitute grounds for a Required Change Order or a Seller Initiated Change Order unless and to the extent that (i) the costs of such Change Order, in either case, is in excess of $5,000, or (ii) the effect of such Change Order request impairs the achievement of an equitable adjustment Buyer Critical Schedule Milestone or a Seller Critical Schedule Milestone, as applicable, by more than 3 days (except in circumstances where Seller has no means of recovering such schedule impairment in which case Seller shall be entitled to a Change Order if Seller would otherwise have been so entitled). Neither party shall game or otherwise manipulate the foregoing‌ process, by aggregating or disaggregating cost and/or circumstances as the case may be (or otherwise), for the purpose of recovering or avoiding additional cost or time in accordance with the foregoing. (g) Change Orders (in each case in excess of the applicable disregarded amount) shall address the change, if any, in the amount of the Purchase Price in one of the following manners: (i) Buyer and Seller shall agree upon the amount by which the Change will impact the Purchase Price; or (ii) Buyer and Seller shall agree as to the nature and extent of the Change, but in lieu of changing the Purchase Price, Seller shall perform the activities associated with the Change on a cost-reimbursement basis, in which event no change shall be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value amount of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimPrice. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed ProductsExcept as otherwise provided herein, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope terms and provisions of this Agreement which affect the; (a) drawings, designsmay not be modified or amended, or specifications any of goods being specially manufactured for EAI; the provisions hereof waived, temporarily or permanently, or terminated, except pursuant to the written consent of the Corporation and the holders of a majority of the shares of the Preferred Shares, voting together as a single class, on an as-converted basis, provided, however, that (bi) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase modification, amendment, waiver or decrease termination which materially and adversely affects one or more holders of any series of Preferred Stock (the "Affected Holders") in a manner different than other holders of such series of the cost ofPreferred Stock shall require the written consent of each such Affected Holder, and (ii) any such modification, amendment, waiver or termination shall require the written consent of any Canadian Investor if, but only if, such modification, amendment, waiver or termination materially and adversely affects any Canadian Investor in a manner that is different than the manner in which such modification, amendment, waiver or termination materially and adversely affects the holders of Series C Preferred Stock. In addition and notwithstanding anything to the contrary set forth in this Agreement (including, without limitation, this Section 14), (1) SCHEDULE 6 attached hereto shall be automatically amended from time required forto time to include any and all holders of Series C-2 Preferred Stock that have executed and delivered Letters of Transmittal pursuant to, performance and in accordance with, the provisions of this the Merger Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement Corporation shall update and restate SCHEDULE 6 attached hereto from time to time in order to reflect each automatic amendment of SCHEDULE 6 pursuant to this clause (1), (2) SCHEDULE 7 attached hereto shall be modified automatically amended from time to time to include those holders of shares of Series C-1 Preferred Stock who acquired such shares of Series C-1 Preferred Stock pursuant to the Put and Support Agreement, and the Corporation shall update and restate SCHEDULE 7 attached hereto from time to time in writing accordingly provided howeverorder to reflect each automatic amendment of SCHEDULE 7 pursuant to this clause (2), (3) SCHEDULE 8 attached hereto shall be automatically amended from time to time to delete any Canadian Investor that no longer holds any shares of preferred stock of ABI Canada, and the Corporation shall update and restate SCHEDULE 8 attached hereto from time to time in order to reflect each automatic amendment of SCHEDULE 8 pursuant to this clause (3), and (4) SCHEDULES 1, 2, 3, 4, 5, 6, 7 and 8 attached hereto shall be automatically amended to include the successors and permitted assigns of the then-current Original Stockholders, Preferred Stockholders and Canadian Investors, as the case may be, and the Corporation shall update and restate any of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in partSCHEDULES 1, the equitable adjustment shall not exceed the value 2, 3, 4, 5, 6, 7 and 8 attached hereto to reflect each automatic amendment of the open Purchase Order(sany of such SCHEDULES pursuant to this clause (4). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.37

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to 4.1. Within the general scope of this Agreement which affect the; Agreement, Party A may from time to time require additional work, issue additional instructions, or make changes by written direction to Party B in any one or more of the following: (a) drawings, designs, Tooling Specifications, Product Specifications, or specifications of goods being specially manufactured for EAIother technical requirements; (b) method of shipment or packingpackaging; (c) place of deliverydelivery schedule; or (d) delivery schedulesquantities; and (e) any other matters relating to this Agreement or any Purchase Order or the performance hereof or thereof (collectively, “Changes”). 4.2. If any such change causes Change results in an increase or decrease in the cost of, or the time required for, of performance of this AgreementAgreement or any Purchase Order, Party A in its sole discretion may make an equitable adjustment may be made to the Tooling Purchase Price (as defined in the price Clause 5.1.1 below) or delivery schedule or both Product Purchase Price (as mutually agreeddefined in Clause 5.1 below), and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)as applicable. Any claim by Xxxxxx Party B for adjustment under this Article Agreement or any Purchase Order pursuant to the preceding sentence must be asserted in writing to EAI’s authorized procurement agent not later than twenty within ten (2010) calendar days after the date of receipt by Seller Party B of notification of Change and must be approved by Party A in writing, but nothing herein shall excuse Party B from performing its obligations under this Agreement or any Purchase Order as changed. Information, such as technical direction or guidance provided to Party B by representatives of Party A in connection with Party B’s performance of this Agreement or a Purchase Order, shall not be construed either as a Change or as direction to proceed outside the scope of this Agreement or such Purchase Order. If Party B considers that the conduct of any of Party A’s employees has constituted a Change, Party B shall notify Party A immediately in writing as to the nature of the written change authorizationChange and its effect on Party B’s performance, including delivery schedule and the Tooling Purchase Price or within such extension Product Purchase Price, as EAI may grant applicable. In any event, the maximum liability of Party A for obsolescence, scrappage, and/or rework resulting from any Change shall be limited to the value of the materials and parts in process at the time of the Change; provided that Party B shall be required to deliver to Party A or destroy, at Party A’s election in writing, any such obsolete materials, scrappage, parts in process and raw materials for which Party A has any liability. If no claim is received within twenty (20) calendar daysNothing in this clause, such change is deemed including any disagreement with Party A as to the equitable adjustment to be made, shall excuse Party B from performing its obligations under Agreement or Purchase Order as changed. 4.3. Once a Purchase Order is accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will Party B, no Change may be made obsolete as a result of a change is included by Party B unless otherwise agreed in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. writing by Party A. Any Seller proposed design changes requested Change by Party B shall be submitted to EAI through Party A in writing together with an estimate of the authorized Procurement Agent anticipated impact, if any, on the delivery date and/or the Product Purchase Price. If Party A approves in writing such Change requested by Party B, it will issue a new Purchase Order which shall supersede and void the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not prior Purchase Order and be deemed acceptance of ECRs incorporated into and governed by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, AURA may at any time, exclusively in writing signed by its authorized procurement agentissuance of a written Change Order to this Agreement by the AURA Contracting Office, make changes to within the general scope of this Agreement which affect thein any one or more of the following: (i) tasks or subtasks under Article 1, where such change will expedite performance or enhance the level of services to be provided; (aii) drawings, designs, time or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or , and (diii) delivery schedulesperiod of performance. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of this Agreement, Contractor shall notify the AURA Contracts Office in writing and request that an equitable adjustment may be made in the price under this Agreement or delivery schedule schedule, or both as mutually agreedboth, and the this Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx Contractor for adjustment under this Article clause must be asserted in writing to EAI’s authorized procurement agent not later than twenty within fifteen (2015) calendar days after from the date of receipt by Seller Contractor of the written change authorizationnotification of change; otherwise, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is Contractor shall be deemed to have waived such claim. In no event shall AURA be accepted by Seller. Claims shall be responsible or obligated for any increase in the form of a complete price under this Agreement or revision in the delivery schedule, unless the change proposal fully supported in the Agreement giving rise to any price increase or revised delivery schedule was in the first instance specifically ordered in writing by detailed and factual informationthe AURA Contracts Office. Where inventory assets will be made obsolete However, nothing in this clause shall excuse Contractor from proceeding with performance under the Agreement as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimchanged. b. Any Seller proposed design changes Contractor shall comply promptly with any requests by AURA relating to the emphasis or relative emphasis to be placed on various aspects of the Work, or to such other matters pertaining to said Work as are indicated of concern to AURA. c. Except as otherwise provided in this Agreement, no payment for extras shall be submitted to EAI through made unless such extras have been authorized in writing by the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed AURA Contracts Office. d. Nothing in this Article 11.17 Contract, including the scope or qualities of this Agreementthe services or goods provided, may be modified except by means of a written amendment or change order signed by a Contracts Officer and accepted by the Contractor. Verbal agreements to modify or add work are void.

Changes. a. For EAI controlled designed Products, EAI may, 12.1 The Purchaser may at any time, exclusively in writing signed by its authorized procurement agentwritten order designated or indicated to be a change order, and without notice to the sureties, if any, make changes to within the general scope of this Agreement which affect the; any Order, in any one or more of the following: 12.1.1 Specifications (aincluding drawings and designs) drawingsexcept to Commercial Products; 12.1.2 Method and manner of performance of the work; 12.1.3 Marking, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or and packing; (c) ; 12.1.4 Time and place of delivery; and 12.1.5 Purchaser Furnished Property and Facilities (including Equipment, materials, services or sites). 12.2 Any other written or oral order (dwhich, as used in this paragraph 12.2, includes direction, instruction, interpretation, or determination) delivery schedulesfrom the Purchaser that causes a change shall be treated as a change order under this clause, provided, that "Company" gives the Purchaser written notice within thirty (30) days after receipt of such change order stating: 12.2.1 the date, circumstances, and source of the order and 12.2.2 that "Company" regards the order as a change order, and that the order is accepted in writing by the Purchaser as a change order. The timely written notice requirement, as detailed above, remains in force in all cases, even where, for example, the Purchaser has positive knowledge of the relevant facts. 12.3 Except as provided in this clause, no order, statement, or conduct of the Purchaser shall be treated as a change order under this clause or entitle "Company" to an equitable adjustment. 12.4 If any such change order causes an increase or decrease in the "Company"'s cost of, or the time required for, for the performance of this Agreementany part of the work under the Order, whether or not changed by any such order, the Purchaser shall make an equitable adjustment may be made and modify the Order in the price or delivery schedule or both writing accordingly. However, except for a "proposal for adjustment" (hereafter referred to as mutually agreed"proposal") based on defective specifications, and the Agreement no proposal for any change under paragraph 12.2 above shall be modified in writing accordingly provided however, that in allowed for any costs incurred more than thirty (30) days before "Company" gives written notice as required. In the case of Product design changes that shall render defective specifications for which the Product on open Purchase Orders unusable in whole or in partPurchaser is responsible, the equitable adjustment shall not exceed include any increased cost reasonably incurred by "Company" in attempting to comply with the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual informationdefective specifications. Where inventory assets will be the cost of property made obsolete or excess as a result of a change is included in Sellerthe "Company"'s claim for adjustment, EAI the Purchaser shall have the right to direct prescribe the manner of disposition of such assetsproperty. EAI Failure to agree to any adjustment shall have be a dispute within the right to examine any meaning of Seller’s pertinent books and records for the purpose clause of verifying Seller’s claimthis Agreement entitled "Disputes." However, nothing in this clause shall excuse "Company" from proceeding with the Order as changed. b. Any Seller proposed design changes 12.5 Company" must submit any proposal under this clause within thirty (30) days after 12.5.1 receipt of a written change order under paragraph 12.1 above or 12.5.2 the furnishing of a written notice under paragraph 12.2, by submitting to the Purchaser a written statement describing the general nature and amount of the proposal, unless this period is extended by the Purchaser. The statement of proposal for adjustment may be included in the notice under paragraph 12.2 above. 12.6 No proposal by "Company" for an equitable adjustment shall be submitted to EAI through allowed if asserted after final payment and acceptance under the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this AgreementOrder.

Changes. a. For EAI controlled designed Products8.1 If, EAI after the receipt of an order for Supplies and before their delivery, improvements are made in their design, the Seller may, on giving notice to the Buyer, incorporate such improvements in those Supplies sold, provided that: (a) the performance and quality of the altered Supplies are at least as high as those of the Supplies ordered; and (b) no price variation is made except with the Buyer’s consent; and (c) delivery is not unreasonably delayed. 8.2 If, after the receipt of an order for Supplies and/or Service Work and before their delivery, the Buyer gives notice to the Seller of a change in the scope of the order, the Seller may accommodate such changes, subject to the following: (a) where the changes affect the specification of the Supplies or Service Work ordered, and are not deemed material by the Seller, it shall accept the changes and notify the Buyer of any time, exclusively in writing signed by its authorized procurement agent, make consequential changes to the general scope price and delivery dates as soon as practicable after receipt of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; the Buyer’s notification; (b) method where the changes delay the delivery schedule set out in the order, the Seller shall accept, without charge, one variation of shipment up to one month’s duration. If the delay extends beyond one month from the originally agreed date, the Seller shall reserve the right to invoice and deliver, either to the notified consignee address or packing; on a self-to-self basis, one month after the originally agreed date. Where delivery is made self-to-self, the Seller shall store the Supplies, at the Buyer’s risk, for up to one month, free of charge. Thereafter, storage fees will be charged and must be settled before release of the subject Supplies. The provisions of clause 10 below will apply to any invoice issued pursuant to this clause; (c) place where the Buyer is required to obtain/provide any necessary paperwork or authorisation, including but not limited to: letters of deliverycredit, bills of exchange, end-user certification, drawing approval, consignee details, in accordance with an agreed schedule, any failure to meet such agreed dates shall: (i) automatically extend the scheduled delivery date, by at least a corresponding period (the actual delay to be notified to the Buyer as soon as practicable after the deficiency has been rectified); or and (ii) if the delay extends beyond one month from the originally agreed delivery date, the relevant provisions of sub-clause 9.2 (b) above will be applied; and (d) delivery schedules. If where any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in partare deemed material, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have reserves the right to direct apply a cancellation charge, which will be calculated on a case-by-case basis. Such a cancellation charge will be calculated on the manner basis of disposition an assessment of: (i) the work done, up to the point of such assets. EAI shall have cancellation, by the right to examine any Seller, its suppliers and contractors; (ii) the costs of Seller’s pertinent books and records materials purchased for the purpose of verifying Seller’s claimcontract; and (iii) the cancellation costs charged to the Seller by its suppliers and contractors and any administrative costs in closing and cancelling the contract, including any associated financing costs. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed ProductsRegardless of whether Seller is then in default, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, Company may make changes to the general scope of this Agreement which affect the; (a) drawingsContract at any time, designs, or specifications and Seller will continue performance of goods being specially manufactured for EAI; (b) method this Contract as so changed. Notice of shipment or packing; (c) place of delivery; or (d) delivery schedulesany change made by Company shall be provided to Seller in writing. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of Seller’s obligations under this AgreementContract, an equitable adjustment may will be made in to the price or delivery schedule schedule, or both as mutually agreedboth, and the Agreement shall this Contract will be modified in writing accordingly provided accordingly; provided, however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any (i) any claim by Xxxxxx Seller for adjustment an increase in cost or production time under this Article Section must be asserted by Seller in writing to EAI’s authorized procurement agent not later than twenty within thirty (2030) calendar days after from the date of receipt by Seller of the written Company’s notification of change authorization, or within no such extension as EAI may grant increase shall be made; and (ii) any claim by Seller for an increase in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims cost shall be in writing and shall detail any differences in the form Products’ (a) raw material content; (b) raw material cost; (c) direct and indirect processing costs as will be incurred by Seller; (d) direct and indirect labor costs as will be incurred by Seller; and (e) any additional substantive differences that arise from Company’s change order and which lead to either an increase of a complete change proposal fully supported decrease in Seller’s direct or indirect cost; and (iii) no adjustment in price shall exceed the direct, actual and incremental costs reasonably incurred or saved by detailed Seller and factual informationassociated with Company’s required change, and no adjustment in delivery time shall vary from the actual increase or decrease in Seller’s production time occasioned by the change. Where inventory assets will be the cost of property made obsolete as a result of or superfluous by a change is either included in Seller's claim for adjustment, EAI adjustment or set-off against a claim for adjustment by Company: (i) no such obsolescence claim shall exceed the proportionate value of Products left undelivered to Company and subject to the then-current Firm Release less scrap values; and (ii) Company shall have the right to direct prescribe the manner of disposition of such assets. EAI shall have property and the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes proceeds therefrom shall be submitted paid to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”)Company. EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed Nothing in this Article 11.17 Section shall excuse Seller from proceeding with the order as changed. In any effort to establish an equitable adjustment to the price or delivery schedule related to a change or in any effort to verify any claims made by Seller hereunder, Company shall at any reasonable time or times be permitted to inspect and audit the records, facilities work or material of this AgreementSeller which relate to any Company-required change.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively in writing signed by its authorized procurement agentwritten notice from their Buyer Procurement Representative, make changes to within the general scope of this Agreement which affect the; Contract in any one or more of the following: (ai) drawings, designs, or specifications of goods being specially manufactured for EAIspecifications; (bii) method of shipment shipping or packing; (ciii) place of inspection, acceptance, or point of delivery; or and (div) delivery schedulesschedule. If any Only the Buyer’s Procurement Representative has authority on behalf of Buyer to make changes to this Contract. All amendments must be identified as such change causes an increase or decrease in writing and executed by the cost ofParties. Specifically, changes which affect the price, schedule, statement of work, or the terms and conditions shall be made only with written authorization from Xxxxx’s Procurement Representative. No changes to this Contract shall be binding upon Buyer unless incorporated in a written modification signed by Xxxxx's Procurement Representative. Xxxxx engineering and technical personnel may from time required for, performance to time render assistance or give technical advice or discuss or effect an exchange of information with Xxxxxx’s personnel concerning the Work hereunder. No such action shall be deemed to be a change under the “Changes” clause of this Agreement, Contract and shall not be the basis for equitable adjustment. Seller must assert its right to an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received clause within twenty (20) calendar daysdays from the date of receipt of the written change order from Buyer. This assertion must include the amount of the equitable adjustment and the basis for the equitable adjustment. Equitable adjustment assertions based on changes to federal, such change is deemed state, or local laws, rules, and regulations will only be approved if Buyer’s customer approves them. Failure by the Seller to be accepted assert claims related to this paragraph in a timely manner or denial by SellerXxxxx’s customer to grant the equitable adjustment relieves Buyer of all liability for these assertions and any proposed equitable adjustment. Claims Failure to agree to any adjustment shall be resolved in accordance with the “Disputes” clause of this Contract. However, nothing contained in this “Changes” clause shall excuse Seller from proceeding without delay in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 performance of this AgreementContract as changed.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively in writing signed by its authorized procurement agenta written change order, without notice to any sureties, make changes to in any one or more of the general scope of this Agreement which affect the; following: (ai) drawings, designs, or specifications of goods being specifications, where the articles to be furnished are to be specially manufactured for EAIthe Buyer in accordance therewith; (bii) method of shipment or packing; (ciii) place STOP WORK ORDERS. Buyer may at any time by written order require Seller to stop all or any part of delivery; or the work under this order for a period of up to ninety (d90) days after delivery schedules. If any of such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreedstop work order, and for any further period as the Agreement parties may agree. Immediately upon receipt of such stop work order, Seller shall be modified in writing accordingly provided howevercomply with its terms and take all reasonable steps to minimize the incurrance of costs allocable to the work stoppage. At any time during such period, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable Buyer may, in whole or in part, either cancel the equitable stop work order or terminate the work in accordance with subparagraph A or B of the "Termination" clause of this order. To the extent the stop work order is canceled or expires, Seller shall resume work. If a stop work order is the sole and exclusive cause of a material change in cost or delivery, an adjustment shall not exceed be made in the value price (excluding profit) or the delivery schedule, or both and this purchase order modified accordingly; provided, however, that no adjustment in price or delivery shall be made under this provision if (i) the work would have been otherwise interrupted or delayed or (ii) such adjustment is available or expressly excluded under any other provision of the open Purchase Order(s)this order. Any No claim by Xxxxxx for adjustment under this Article must shall be asserted allowed unless submitted to Buyer in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received a specified amount within twenty (20) calendar daysdays after the work is terminated or the stop work order expires or is canceled, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimwhichever first occurs. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, ‌ (a) Buyer may at any time, exclusively in writing signed by its authorized procurement agentwritten order, and without notice to the sureties, if any, make changes to within the general scope of this Agreement which affect the; to any one or more of the following: (a1) drawingsDrawings, designs, or specifications of goods being specially manufactured for EAI; specifications (b2) method Method of shipment or packing; . (c3) place Place of delivery; , inspection or acceptance‌ (d4) delivery schedulesDescription of services to be performed (5) Time of performance (6) Place of performance‌ (7) Delivery schedule (b) Seller shall comply immediately with such direction. If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of work under this Agreement, Seller may request an equitable adjustment may be made in the‌ (1) price, the price delivery or delivery schedule completion schedule, or both as mutually agreed, both (2) amount of any fixed fee‌ (3) other affected terms and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx accordingly. (c) Seller must submit any “proposal for adjustment adjustment” (hereinafter referred to as “proposal”) under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received clause within twenty (20) calendar daysdays from the date of receipt of the written order. However, such change is deemed to be accepted by if Buyer decides that the facts justify it, Buyer may receive and act upon a proposal submitted before final payment of the order. (d) If Seller. Claims shall be in ’s proposal includes the form price of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be property made obsolete as a result of a change is included or in Seller's claim for adjustmentexcess by the change, EAI Buyer shall have the right to direct prescribe the manner of disposition of such assetsthe property. (e) Failure to agree to any adjustment shall be a dispute under the Disputes clause. EAI However, nothing in this clause shall have excuse Seller from proceeding with the right to examine any order as changed. (f) Notwithstanding the terms and conditions of Seller’s pertinent books parts (a) and records (b) above, the price of this Agreement and, if this Agreement is incrementally funded, the funds allotted for the purpose performance of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there this Agreement shall not be deemed acceptance increased or considered to be increased except by specific written modification of ECRs by EAIthe Agreement indicating the new price and, if this Agreement is to be incrementally funded, the new amount allotted to the Agreement. EAI may accept Until this modification is made, Seller shall not be obligated to continue performance or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in incur costs beyond the original price of the Agreement and, if this Article 11.17 Agreement is incrementally funded, beyond the amount of funds originally allotted for the performance of this Agreement. (g) When costs are a factor in any determination of an equitable adjustment, such costs shall be in accordance with Part 31 of the Federal Acquisition Regulation as in effect on the date of the Agreement.

Changes. a. For EAI controlled designed ProductsNeither the Bank nor WFAL2, EAI mayunless it shall have given the Master Collateral Agent, the Indenture Trustee, the Collateral Agent and Financial Security at least sixty (60) days' prior written notice thereof (i) change its name, (ii) relocate its principal executive office or its principal place of business from that set forth in Section 8.05 hereof, (iii) change the locations where it keeps or holds any timeCollateral or any records relating thereto from that set forth in Section 8.05 hereof, exclusively in writing signed by or (iv) change its authorized procurement agent, make changes jurisdiction of organization. Upon (i) at least sixty (60) days' prior written notice to the general scope Master Collateral Agent, the Indenture Trustee, the Collateral Agent and Financial Security, (ii) the execution of amendments to all applicable Transaction Agreements affecting the substitution of a new subsidiary (the "New Subsidiary") of the Bank or WFS in place of WFAL2 with respect to each such applicable Transaction Agreement and (iii) the execution by New Subsidiary of an assumption agreement pursuant to which New Subsidiary agrees to be bound by all of the terms and conditions of this Agreement which affect the; (a) drawingsand of the Master RIC Reimbursement Agreement and assumes all of the obligations of this Agreement and of the Master RIC Reimbursement Agreement to be performed by WFAL2 as though New Subsidiary were originally a party to this Agreement and the Master RIC Reimbursement Agreement, designs, or specifications WFAL2 shall be released of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If its obligations under this Agreement and under the Master RIC Reimbursement Agreement and any such change causes an increase or decrease in Collateral pledged by it shall be released from the cost of, or the time required for, performance Lien of this Agreement, an equitable adjustment may provided New Subsidiary or the Bank shall have concurrently pledged additional Collateral with a value sufficient in amount (as determined in accordance with Schedule A to this Agreement) such that the Aggregate Collateral Value upon that release will be made not less than the then Aggregate Commingled Account Balance as reported in the price or delivery schedule or both relevant Monthly Statement. Upon the substitution of New Subsidiary for WFAL2, all references herein and in the Master RIC Reimbursement Agreement to WFAL2 shall be read as mutually agreedreferring to New Subsidiary; provided further, the articles and bylaws of New Subsidiary shall provide that (i) New Subsidiary shall only engage in the business of purchasing, holding, pledging and selling Contracts, and activities necessary or incidental thereto, (ii) New Subsidiary have at all times at least one independent director, (iii) the Agreement shall affirmative vote of all directors be modified in writing accordingly provided however, that in required to amend or repeal the case article or bylaw provisions limiting the business of Product design changes that shall render New Subsidiary and (iv) the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value shareholder(s) of New Subsidiary pledge all of the open Purchase Order(s)outstanding shares of New Subsidiary to Financial Security pursuant to a stock pledge agreement substantially similar to the Stock Pledge Agreement dated as of November 1, 1998 by and among WFAL2, Financial Security and the Master Collateral Agent. Any claim by Xxxxxx for adjustment under this Article must be asserted in writing The Bank and WFS affirmatively covenant to EAI’s authorized procurement agent not later than twenty (20) calendar days after cause the date articles and bylaws of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed New Subsidiary to be accepted by Seller. Claims shall be in amended to add such additional provisions as may enhance the form bankruptcy remoteness of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete New Subsidiary as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimFinancial Security may reasonably request. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed ProductsSubject to the order scheduling requirements in Article 7.2.3 of the CCLA and Article 3 above, EAI may, the Purchaser may at any time, exclusively in writing signed by its authorized procurement agentwriting, make changes to within the general scope of this Agreement which affect the; Purchase Order in any one or more of the following: (a) drawings, designsdesigns or specification where the goods to be furnished are to be specially CONFIDENTIAL TREATMENT REQUESTED [*] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. manufactured for the Purchaser in accordance therewith, but not Seller's specifications which the parties have mutually agreed upon under the CCLA as being applicable to this Purchase Order, or specifications of goods being specially manufactured for EAIother mutually agreed upon specifications; (b) method of shipment or packing; (c) place time of delivery; or (d) delivery schedulesthe amount of Purchaser's furnished property; or (e) quality. If any such change changes causes an increase or decrease in the cost of, or the time required for, for the performance of any work under this AgreementContract, whether changed or not changed, an equitable adjustment may shall be made in the price Contract Price or delivery schedule schedule, or both as mutually agreedboth, and the Agreement Purchase Order shall be modified in writing accordingly provided however, that in accordingly. Notification to Purchaser of any Claim by the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx Seller for adjustment under this Article clause must be asserted in writing to EAI’s authorized procurement agent not later than twenty within thirty (2030) calendar days after from the date of receipt by the Seller of the written notification of change. Any change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims this order shall be in the form of authorized only by a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimduly executed Purchase Order amendment. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products17.1 Up to ninety (90) days prior to the scheduled Ship Date (or such later time as is acceptable to Seller), EAI mayBuyer may request Equipment addition(s) or deletion(s) to any original Equipment configuration. At any time prior to the start of Commissioning, at any time, exclusively in writing signed by its authorized procurement agent, make Xxxxx may request changes to the general scope Project Schedule or Statement of Work. All such Equipment reconfigurations or changes to the Statement of Work or Project Schedule ("Changes") shall be subject to prior written approval of Seller. 17.2 Except as provided in 17.3 below, all Changes shall be documented in a written change order ("Change Order"), which shall be executed by Xxxxx and returned to Seller prior to implementation of the requested Changes. The Change Order shall detail any adjustments to the Price, Statement of Work, or Project Schedule required by Seller for any aspect of its performance under this Agreement. 17.3 Upon written request of Buyer for a Change to the Statement of Work that entails additional services totaling $10,000, or less, and upon written acceptance thereof by Seller, Seller will proceed in good faith to implement such Change prior to receipt of an executed Change Order. Within five (5) days following Xxxxx's written request, the parties shall agree upon an appropriate price for such Changes, all of which will be summarized in a subsequent Change Order and executed by an authorized representative of Buyer within fifteen (15) days following the date of the request for Change. 17.4 Calculations for any System reconfigurations prior to the Ship Date shall be based on Prices set forth in Annex 1, provided that (i) any additions shall include any necessary engineering, installation and testing charges and (ii) any deletions shall include applicable discounts, and further provided that the net cumulative amount of Changes shall not reduce the Price of a Purchase Order by more than ten percent (10%). 17.5 Subject to Section 24.1 herein, Xxxxx understands and agrees that the execution of this Agreement which affect the; (a) drawingsconstitutes a firm, designs, or specifications non-cancelable Purchase Order for the Initial Purchase set forth in Section 1.0 of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, Annex 1 and the Agreement training courses set out in Section 4.0 of Annex 1. However, for Purchase Orders for Equipment other than the Initial Purchase, upon written notification to Seller, Buyer may elect to cancel such Purchase Orders prior to shipment of Equipment in accordance with the following: 17.5.1 Without charge, Buyer may cancel any Purchase Order no later than ninety (90) days prior to the earliest scheduled Ship Date; or 17.5.2 If Buyer cancels a Purchase Order less than ninety (90) days prior to the earliest scheduled Ship Date, Buyer shall pay a cancellation charge of ten percent (10%) of the Price to Seller; or 17.5.3 If Buyer cancels a Purchase Order less than sixty (60) days prior to the earliest scheduled Ship Date, Buyer shall pay to Seller a cancellation charge of fifteen percent (15%) of the Price; or 17.5.4 If Buyer cancels a Purchase Order less than thirty (30) days prior to the earliest scheduled Ship Date, Buyer shall pay to Seller a cancellation charge of twenty percent (20%) of the Price. 17.5.5 Buyer may not cancel a Purchase Order subsequent to the Ship Date. The payment of such charges shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Seller's sole remedy and Xxxxx's sole obligation for such canceled Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively by written notice, stop work or make other changes in writing signed by its authorized procurement agentSeller’s Products to be provided under this Agreement. Such changes include, make changes to the general scope of this Agreement which affect the; but are not limited to: (ai) quantities, (ii) drawings, designs, or specifications of goods being specially manufactured for EAI; other specifications, (biii) packing, method of shipment shipment, or packing; (c) time or place of delivery; or and (div) delivery schedulesthe amount of Government-furnished property in a Government contract. If any such change causes changes cause an increase or decrease in the cost of, or the time required for, of performance of this the Agreement, the parties shall promptly negotiate in good faith an equitable adjustment may be made in the price or delivery schedule or both as mutually agreedadjustment, and the Agreement shall be modified in writing accordingly provided howeveraccordingly. Except where an extension is granted in writing by Buyer, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any any claim by Xxxxxx for adjustment under this Article must 20 shall be deemed to be absolutely and unconditionally waived unless asserted in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant change. Seller shall submit to Buyer in writing. If no writing any claim is received for an adjustment under this Article 20 within twenty (20) calendar days, such along with a specification of the amount claimed with supporting cost figures. Seller may not make any changes to this Agreement without Buyer’s express written consent. Buyer’s engineering and technical personnel are not authorized to change is deemed the Products ordered or any other provision of this Agreement. No change order will be binding on Buyer unless issued by an authorized representative of Buyer’s procurement department. In the event of any change, Seller shall proceed immediately to perform this Agreement as changed. Nothing contained in this Article 20 shall excuse Seller from proceeding with this Agreement as changed, including the failure of Seller and Buyer to agree upon any equitable adjustment to be accepted by Sellermade under this Article 20. Claims Nothing in this Article 20, including any disagreement with Buyer as to an equitable adjustment to be made, shall excuse Seller from proceeding with this Agreement. No changes in process or qualified design, or substitutions of materials or accessories may be made without Buyer’s prior written consent. No charges for extras will be allowed unless Buyer has agreed to such extras in writing and the price agreed upon. Seller must notify Buyer in writing to the responsible procurement agent for the placing of the Agreement of any changes to the Products affecting form, fit, or function in the form procured items or changes to the Products’ manufacturing process once acceptance of a complete change proposal fully supported the first delivery has occurred by detailed and factual informationBuyer. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have Buyer reserves the right to direct review, approve, or disapprove any changes to the manner of disposition of such assetsProducts or the Products’ manufacturing process after initial acceptance has occurred by Buyer. EAI shall have the right Seller may be subject to examine any of Seller’s pertinent books and records all charges that are incurred by Buyer, or its customers for the purpose rejection of verifying Seller’s claimnon-conforming Products. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, (i) If Landlord determines at any time, exclusively in writing signed by its authorized procurement agent, make time that changes to the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole Final TI Working Drawings or in part, the equitable adjustment shall not exceed the value any other aspect of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing Approved TI Plans relating to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date any item of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete Landlord's TI Work are required as a result of applicable law or governmental requirements, or are required as a change is included result of unanticipated conditions encountered in Seller's claim for adjustmentthe course of construction, EAI then Landlord shall have the right to direct the manner of disposition promptly (A) advise Tenant of such assets. EAI shall have circumstances and (B) at Tenant's sole cost and expense, subject to Landlord's payment of the right Tenant Improvement Allowance and, to examine any of Seller’s pertinent books the extent requested by Tenant, the Additional TI Allowance, cause revised Final TI Working Drawings to be prepared by the Architect and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar daysTenant, howeverfor Tenant's approval, there which shall not be unreasonably withheld. Failure of Tenant to deliver to Landlord written notice of disapproval and specification of such required changes on or before any deadline reasonably specified by Landlord (which shall not be less than three (3) business days after delivery thereof to Tenant) shall constitute and be deemed acceptance to be a Tenant Delay to the extent Landlord is delayed in completing Landlord’s TI Work. (ii) If Tenant at any time desires any changes, alterations or additions to the Final TI Working Drawings, Tenant shall submit a detailed written request to Landlord specifying such changes, alterations or additions (a "Tenant Change Request"). Upon receipt of ECRs any such request, Landlord, within five (5) business days, shall promptly notify Tenant of (A) whether the matters proposed in the Tenant Change Request are approved by EAI. EAI may accept Landlord (which approval shall not be unreasonably withheld, conditioned or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs delayed by Landlord), (B) Landlord's estimate of the number of days of delay, if any, which shall be allocated as detailed caused in this Article 11.17 the construction of this Agreementthe Tenant Improvements by such Tenant Change Request if implemented (including, without limitation, delays due to the need to obtain any revised plans or drawings and any governmental approvals), and (C) Landlord's estimate of the increase, if any, which shall occur in the cost of design, permitting, project management and construction of the Tenant Improvements affected by such Tenant Change Request if such Tenant Change Request is implemented (including, but not limited to, any costs of compliance with laws or governmental regulations that become applicable because of the implementation of the Tenant Change Request). If Landlord approves the Tenant Change Request and Tenant notifies Landlord in writing, within three (3) business days after receipt of such notice from Landlord, of Tenant's approval of the Tenant Change Request (including the estimated delays and cost increases, if any, described in Landlord's notice), then Landlord shall cause such Tenant Change Request to be implemented and Tenant shall be responsible for all actual costs or cost increases resulting from or attributable to the implementation of the Tenant Change Request, and any delays resulting therefrom shall be deemed to be a Tenant Delay (subject to Landlord's payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance). If Tenant fails to notify Landlord in writing of Tenant's approval of such Tenant Change Request within said three (3) business day period, then such Tenant Change Request shall be deemed to be withdrawn and shall be of no further effect.

Changes. a. For EAI controlled designed Products, EAI may, The Contractor may at any time, exclusively in writing signed by its authorized procurement agentwithout notice to the sureties of Subcontractor, make changes in the work covered by the Project Subcontract by written agreement with the Subcontractor by specifying the extra work or changes to be made and the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in price, if any. Such change orders must be executed by a Project Manager of Contractor or someone of comparable or greater corporate authority. In the event the parties are unable to agree upon the prices to be charged by the Subcontractor with respect to the requested changes, then, upon written orders from an executive officer of the Contractor, the Subcontractor shall proceed to perform the changes as requested by the Contractor and, in the connection therewith, shall file with the Contractor, within twenty-one (21) days from the date of such change order, its written itemized statement for the cost ofof performing such additional work; otherwise, or any claim of the time required for, performance of this Agreement, an equitable adjustment may Subcontractor for such changed work shall be made in the price or delivery schedule or both as mutually agreedvoid, and the Agreement Subcontractor shall not be modified in writing accordingly provided however, that in entitled to additional compensation therefore. Notwithstanding the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in partforegoing, the equitable adjustment instruction of the Contractor to go forward and perform the work (notwithstanding the fact that no agreement has been reached regarding such costs) shall not exceed bind the value Contractor as to the Subcontractor’s statement for the cost of such disputed services. IN THE EVENT OF SUCH A DISAGREEMENT, UNDER NO CIRCUMSTANCES SHALL THE SUBCONTRACTOR PERFORM ANY SUCH EXTRA OR CHANGED WORK FOR WHICH IT SHALL SEEK ADDITIONAL COMPENSATION WITHOUT SUCH PRIOR WRITTEN DIRECTION BY AN EXECUTIVE OFFICER OF THE CONTRACTOR. Subject to the open Purchase Order(sprovisions of paragraph 8 (b). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing , if the parties hereto are unable to EAI’s authorized procurement agent not later than twenty (20) calendar days after resolve the date of receipt by Seller of controversy with respect to the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed amount to be accepted by Seller. Claims charged for such changes, then each party shall be retain its full legal rights with respect to such requested changes; in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar daysno event, however, there shall not the Subcontractor be deemed acceptance entitled to receive for such change an amount in excess of ECRs the lesser of (I) a reasonable price therefore based upon the special circumstances of the Subcontractor, or (ii) a reasonable price therefore which would be charged by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreementa qualified subcontractor performing similar services.

Changes. a. For EAI controlled designed Products, EAI may, 3.1. The Buyer may at any time, exclusively in writing signed time prior to final delivery under this Purchase Order by its authorized procurement agent, notice make changes to within the general scope hereof in any one or more of this Agreement which affect the; the following: (a1) drawings, designs, designs or specifications of goods being where the Articles to be furnished are to be specially manufactured for EAIthe Buyer in accordance therewith; (b2) method of shipment or packing; (c3) the place of delivery; or (d4) description of services to be performed, (5) time of performance of the services (e.g.), hours of day, day of the week and place of performance of the services, and (6) the delivery schedulesschedule. If any such change causes an increase or decrease in the cost of, or the time required for, for performance of this AgreementPurchase Order, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreedboth, and the Agreement this Purchase Order shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx the Seller for adjustment under this Article clause must be asserted in writing to EAI’s authorized procurement agent not later than twenty within fifteen (2015) calendar days after from the date of receipt by Seller notification of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar dayschange; provided, however, there that the Buyer, if the Buyer decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment of the Purchase Order. Failure to agree to an adjustment shall not excuse the Seller from proceeding with the Purchase Order as changed. 3.2. If the Purchase Order is placed under a Government prime contract, the cost principles set forth in Federal Acquisition Regulation (FAR), Part 31, or the Department of Defense (DOD) FAR Supplement (DFARS) Part 231 shall be applicable in the determination and negotiation of any equitable adjustment of price hereunder. 3.3. Whether made pursuant to this clause or by mutual agreement, changes shall not be deemed acceptance of ECRs binding upon the Buyer unless directed in writing by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreementthe Buyer’s Authorized Signer.

Changes. a. For EAI controlled designed Products, EAI 18.1 Either party may, at any time, exclusively in writing signed by its authorized procurement agentwritten change proposal, make request changes to be made to the general scope Specifications. Upon such change proposal being made by either party, the Contractor shall provide the Purchaser with a proposed schedule of all alterations which would need to be made to the terms and conditions of this Agreement which affect the; (aand, if applicable, the fixed prices, as a consequence of such proposed change. The provisions of Clause 1.3(b) drawingsshall not be considered as a change to the Specifications for the purposes of this Clause 18. 18.2 If the parties agree on the implementation of the proposed change, designsincluding any adjustment to the terms and conditions of this Agreement or fixed prices to be made in respect thereof, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedulesthe Contractor shall proceed therewith, as agreed. If any the change has been proposed by the Contractor but no such agreement is reached, the proposed change causes an increase or decrease in shall not be implemented. If the cost ofchange has been proposed by the Purchaser, or but no such agreement is reached, the time required forContractor shall nonetheless proceed with the proposed change if the Contractor could reasonably be expected to implement the same, performance of this Agreementtaking into account its abilities and the facilities available to it, and an equitable adjustment, if any, to the fixed price shall be made in accordance with paragraphs 18.3 and 18.4 hereof. 18.3 If any adjustment may is to be made in the fixed prices pursuant to paragraph 18.2 hereof, the Contractor shall submit to the Purchaser a statement of price or delivery schedule or both adjustment, supported by evidence as mutually agreedappropriate, and including a detailed breakdown of any increases or decreases in the Agreement price of labour, materials or other items. Such statement shall be modified calculated in writing accordingly provided howeveraccordance with the Contractor's regular accounting procedures and shall, that in if required by the case of Product design changes that shall render Purchaser, be verified at the Product on open Purchase Orders unusable in whole or in part, Purchaser's expense by the equitable adjustment shall not exceed the value of the open Purchase Order(s)Contractor's independent auditors. Any claim by Xxxxxx the Contractor for adjustment under this Article must an increase in fixed prices shall be asserted in writing to EAI’s authorized procurement agent not later than twenty deemed waived unless such statement is submitted within forty-five (2045) calendar days after of the date of receipt by Seller the Purchaser or the Contractor, as the case may be, of the written change authorizationproposal referred to in paragraph 17.1 hereof. 18.4 If the parties fail to reach agreement on the adjustment of the fixed prices, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims the adjustment shall be determined in the form of a complete change proposal fully supported by detailed and factual informationaccordance with Clause 21 hereof. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed Nothing in this Article 11.17 paragraph shall relieve the Contractor of its obligation to proceed promptly with the implementation of the directed change pursuant to paragraph 18 hereof or with the provision to the Purchaser of any Work under this Agreement, as changed.

Changes. a. For EAI controlled designed ProductsAt the Closing, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes Seller shall deliver to Purchaser the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease update certificate in the cost ofform of Exhibit P, or remaking as of the time required forClosing the representations and warranties set forth in Section 7.1, performance of this Agreement, an equitable adjustment which may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design updated to conform to changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days arising after the date of receipt this Agreement in relevant facts not caused by a breach by Seller of any obligation under this Agreement (the written change authorization, or within such extension as EAI may grant in writing“Update Certificate”). If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI Seller shall have the right to direct cure any misrepresentation or breach noted in (or created by) the manner Update Certificate and shall be entitled to a reasonable adjournment of disposition of such assets. EAI shall have the right Closing (not to examine any of Seller’s pertinent books and records exceed ten (10) days) for the purpose of verifying Sellersuch cure. Seller reserves the right, at its sole discretion, at any time during such period to notify Purchaser that it no longer elects to endeavor to effect any such cure (the “Representation Notice”) in which event Purchaser shall have two (2) Business Days from Purchaser’s claim. b. Any receipt of the Representation Notice in which to notify Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent of its election as provided in the form next succeeding sentence. If Seller is unable or elects not to so cure any such change, misrepresentation or breach, then Purchaser, as its sole remedy for any and all such materially untrue, inaccurate or incorrect original representations or warranties, shall elect either (i) to waive such misrepresentations or breaches or representations or warranties and consummate the transaction without any reduction of an EAI engineering change request or credit against the Purchase Price, or (herein “ECR”). EAI may provide an initial response ii) to terminate this Agreement by notice given to Seller within twenty such two (202) calendar daysBusiness Day period, howeverin which event this Agreement shall terminate, there the Deposit and all interest thereon, if any, shall not be returned to Purchaser and neither party shall have any further liability to the other hereunder, except as may otherwise be expressly provided herein. The untruth, inaccuracy or incorrectness of a Seller's representation or warranty shall be deemed acceptance material only if Purchaser's aggregate damages (including a diminution in the value of ECRs by EAI. EAI may accept the Property) resulting from any such untruths, inaccuracies or reject such ECRs in its sole discretion. Any cost savings attributed incorrectness are reasonably estimated to ECRs shall be allocated as detailed in this Article 11.17 exceed three percent (3%) of this Agreementthe Purchase Price.

Changes. a. For EAI controlled designed Products, EAI may, (a) Buyer may at any time, exclusively in writing signed by its a written change order issued by an authorized procurement agentPurchasing Representative, extend the time of delivery, or make changes to within the general scope of this Agreement which affect the; order in any one or more of the following (ai) drawings, designs, or specifications of goods being specially manufactured for EAI; specifications, (bii) method of shipment or packing; , and (ciii) place of delivery; or (d) delivery schedules. If any such a change order, issued hereunder, causes an increase or decrease in the cost of, of performance or in the time required for, performance of this Agreementfor performance, an equitable adjustment may shall be made in the order price or and/or delivery schedule or both as mutually agreed, and the Agreement order shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx for adjustment under this Article must clause shall be deemed waived unless asserted in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by the Seller of the change order, provided, however, that Buyer if it decides that the facts justify such action, may receive and act upon such claim submitted at any time prior to final payment under this order. Any such claim must set forth the amount of any increase or decrease in the cost of performance resulting from the change in the format and the items to be produced by Seller shall be manufactured in accordance with this order and such changes thereto subsequently authorized by a written change authorization, order issued by said authorized Purchasing Representative of Buyer. Failure to agree upon an equitable adjustment shall not relieve the Seller from proceeding without any delay in performance under this Purchase Order as changed. Nothing in this clause shall excuse the Seller from proceeding with the order as changed. (b) Xxxxx’s engineering and technical personnel may from time to time render assistance or within such extension as EAI may grant give technical advice to or affect an exchange of information with Seller’s personnel in writinga liaison effort concerning the items to be furnished hereunder. If no claim is received within twenty (20) calendar daysHowever, such exchange of information or advice shall not vest Seller with the authority to change is deemed to the items hereunder or the provisions of the order nor shall any resulting change in items or provisions of the order be accepted by Seller. Claims shall be binding upon Buyer unless incorporated as a change in accordance with paragraph (a) above. (c) Where the form cost of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be property made obsolete or excess as a result of a change order is included in the Seller's ’s claim for adjustmentadjustment pursuant to this clause, EAI Buyer shall have the right to direct prescribe the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimproperty. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively in writing signed time by a written order issued by its authorized procurement agentProcurement Representative, suspend performance of this PO in whole or in part, and make changes to this PO, including changes to the general scope of this Agreement which affect the; (a) following: technical requirements and descriptions, drawings, designs, or specifications specifications, provisions and instructions of goods being specially manufactured for EAI; (b) this PO, method of shipment or and/or packing; (c) , delivery schedule, place of delivery; , quantity of Work, scope of Work, Buyer furnished material and property, and inspection and acceptance requirements. For any PO placed under a Government Contract or (d) delivery schedulessubcontract, Buyer may direct changes to the terms and conditions of the PO required to meet Buyer’s obligations under Government prime contracts or subcontracts. Seller shall proceed immediately to perform this PO as changed. Seller shall immediately comply with any order to suspend performance, and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the work stoppage. If any such change causes an increase or decrease in the cost of, of or the time required for, for performance of this AgreementPO, or otherwise affects any other provisions of this PO, an equitable adjustment may shall be made in the purchase price or and/or delivery schedule or both as mutually agreedagreed to in writing by Xxxxx, and the Agreement shall be PO modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx the Seller for adjustment under this Article Clause must be asserted in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by the Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form notification of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar dayschange; provided, however, there that Xxxxx, if it decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this PO. If Xxxxxx considers that Xxxxx’s conduct constitutes an out-of-scope change, Seller shall not be deemed acceptance notify Buyer immediately in writing as to the nature of ECRs by EAIsuch conduct and its effect upon Seller’s performance. EAI may accept or reject Pending direction from Buyer, Seller shall take no action to implement such ECRs in its sole discretionchange. Any cost savings attributed to ECRs shall be allocated as detailed Nothing in this Article 11.17 of this AgreementClause shall excuse the Seller from proceeding with the PO as changed.

Changes. a. For EAI controlled designed Products, EAI (a) The Authority may, at any time, exclusively change the Equipment specifications, methods of delivery, place or time of delivery, quantities, or other aspects of the order to meet its needs. In the event that such a change would reduce or increase the payment(s) due the Seller as detailed in Section II, the Authority shall notify the Seller in writing signed by its authorized procurement agent, make changes and request that the Seller submit to the general scope Authority within ten (10) business days of this Agreement which affect the; (a) drawingsreceipt of said notice a written statement setting forth the amount of the reduction or increase in cost the Seller believes is associated with such change, designssupported by such documentation related thereto as may be requested by the Authority. The Authority shall notify the Seller in writing of its approval or rejection of such statement, or specifications any part thereof, within ten (10) business days following receipt of goods being specially manufactured for EAI; said statement. In the event that the Authority rejects the Seller’s statement of cost, the parties may negotiate the resulting reduction or increase in the payment(s) due to the Seller in good faith. (b) method of shipment In no event shall Seller increase quoted prices or packing; (c) place of delivery; change Equipment specifications or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value other details of the open Purchase Order(s)order other than as set forth in Exhibit A without the Authority’s written consent. Any claim by Xxxxxx for adjustment under this Article must be asserted in writing Prior to EAI’s authorized procurement agent not later than twenty any consent: (201) calendar days after Seller shall have submit a written statement of cost with respect to the date of receipt by Seller of the written change authorization, proposed additions or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be changes in the form required by the Authority; (2) Seller shall provide documentation independent of its own assertions as justification for such cost increases; (3) the Authority shall have conducted a complete change reasonable investigation of Seller’s proposal fully supported by detailed and factual informationfor additional costs. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustmentDuring any such investigation, EAI the Authority shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent audit/review all books and records for related to the purpose of verifying Seller’s claimAgreement; and (4) the parties shall negotiate to a mutually agreed upon additions or changes or costs permitted and payment(s) due to the Seller (Note: the Authority may elect to accept none, all, or to change the request, or any portion thereof). b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI A. Owner may, at any time, exclusively in writing signed without notice to sureties and assignees, if any, by its authorized procurement agenta written Field Order, which expressly refers to this clause, make changes to any change in the Work within the general scope of this Agreement which affect the; the Agreement, including but not limited to changes: 1. In the specifications (a) drawingsincluding drawings and designs); 2. In the method or manner of performance of the Work; 3. In Owner–Furnished Property, designsfacilities, equipment, services, or specifications site; or 4. Directing acceleration or deceleration in the performance of goods being specially manufactured for EAIthe Work. Upon receipt of any Field Order issued pursuant to this paragraph 13.A, Contractor shall immediately proceed in accordance with such order. B. Any other written or oral order (which terms, as used in this paragraph 13.B, shall include direction, instruction, interpretation or determination) from Owner, or Owner's Representative, which causes any such change, shall be treated as a change order under this clause; (b) method provided, Contractor gives Owner written notice stating the date, circumstances and source of shipment the order and that Contractor regards the order as a change order. C. Except as provided in 13.A and 13.B, no order, statement or packing; (c) place conduct of delivery; Owner, Owner's Representative, or (d) delivery schedules. of any inspector, engineer, architect or employee of Owner shall be treated as a change hereunder, or entitle Contractor to an equitable adjustment hereunder. D. If any such change under this Changes clause causes an increase or decrease in the Contractor's cost of, or the time required for, for the performance of any part of the Work under this Agreement, whether or not changed by any order, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly accordingly; provided, however, that except for claims based on defective specifications, no claim for any change under 13.B shall be allowed for any costs incurred more than twenty (20) days before Contractor gives written notice as therein required; and provided howeverfurther, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in partdefective specifications for which Owner is responsible, the equitable adjustment shall include any increased cost reasonably incurred by Contractor in attempting to comply with such defective specifications. E. Ordinarily a Field Order will not exceed be issued under 13.A until the value Parties have agreed upon the final and entire equitable adjustment, if any, to be made on account of the open Purchase Order(s)Field Order, and the agreed adjustment will be set forth in the Agreement. Any However, whenever Owner deems it necessary, a Field Order may be issued pursuant to 13.A before agreement has been reached; notwithstanding any dispute or delay in reaching agreement, Contractor shall immediately proceed in accordance with any such order; no such Field Order shall be construed as an admission by either party that the Field Order changes the requirements of the Agreement nor prejudice the rights of either Party with respect to the adjustment, if any, that either Party may be entitled to on account of the Field Order. F. If Contractor intends to assert a claim by Xxxxxx for an equitable adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent clause, then, within thirty (30) days after receipt of any written Field Order issued under 13.A, which does not later than twenty set forth the agreed adjustment, or within thirty (2030) calendar days after the date furnishing of receipt any written notice under 13.B submit to Owner a written statement setting forth the general nature and monetary extent of such claim, unless this period is extended by Seller of the written change authorization, or within such extension as EAI may grant Owner in writing. If no The statement of claim is received within twenty hereunder may be included in the notice under 13.B. Promptly after submission of each statement or claim hereunder (20) calendar daysand preferably with each statement of claim), such change is deemed Contractor shall submit to be accepted Owner a modification proposal in accordance with the “Price Breakdown and Invoices" clause hereof. G. No claim by Seller. Claims Contractor for an equitable adjustment hereunder shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of allowed if asserted after final payment under this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, (i) If Landlord determines at any time, exclusively in writing signed by its authorized procurement agent, make time that changes to the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole Final TI Working Drawings or in part, the equitable adjustment shall not exceed the value any other aspect of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing Approved TI Plans relating to EAIany item of Landlord’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete TI Work are required as a result of applicable law or governmental requirements, or are required as a change is included result of unanticipated conditions encountered in Seller's claim for adjustmentthe course of construction, EAI then Landlord shall have the right to direct the manner of disposition promptly (A) advise Tenant of such assetscircumstances and (B) at Tenant’s sole cost and expense, subject to Landlord’s payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance, cause revised Final TI Working Drawings to be prepared by the Architect and submitted to Tenant, for Tenant’s approval, which shall not be unreasonably withheld. EAI Failure of Tenant to deliver to Landlord written notice of disapproval and specification of such required changes on or before any deadline reasonably specified by Landlord (which shall have not be less than three (3) business days after delivery thereof to Tenant) shall constitute and be deemed to be a Tenant Delay to the right to examine any of Sellerextent Landlord is delayed in completing Landlord’s pertinent books and records for the purpose of verifying Seller’s claimTI Work. b. Any Seller proposed design changes (ii) If Tenant at any time desires any changes, alterations or additions to the Final TI Working Drawings, Tenant shall be submitted submit a detailed written request to EAI through the authorized Procurement Agent in the form of an EAI engineering change request Landlord specifying such changes, alterations or additions (herein a “ECRTenant Change Request”). EAI may provide an initial response to Seller Upon receipt of any such request, Landlord, within twenty five (205) calendar business days, however, there shall promptly notify Tenant of (A) whether the matters proposed in the Tenant Change Request are approved by Landlord (which approval shall not be deemed acceptance unreasonably withheld, conditioned or delayed by Landlord), (B) Landlord’s estimate of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs the number of days of delay, if any, which shall be allocated as detailed caused in this Article 11.17 the construction of this Agreementthe Tenant Improvements by such Tenant Change Request if implemented (including, without limitation, delays due to the need to obtain any revised plans or drawings and any governmental approvals), and (C) Landlord’s estimate of the increase, if any, which shall occur in the cost of design, permitting, project management and construction of the Tenant Improvements affected by such Tenant Change Request if such Tenant Change Request is implemented (including, but not limited to, any costs of compliance with laws or governmental regulations that become applicable because of the implementation of the Tenant Change Request). If Landlord approves the Tenant Change Request and Tenant notifies Landlord in writing, within three (3) business days after receipt of such notice from Landlord, of Tenant’s approval of the Tenant Change Request (including the estimated delays and cost increases, if any, described in Landlord’s notice), then Landlord shall cause such Tenant Change Request to be implemented and Tenant shall be responsible for all actual costs or cost increases resulting from or attributable to the implementation of the Tenant Change Request, and any delays resulting therefrom shall be deemed to be a Tenant Delay (subject to Landlord’s payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance). If Tenant fails to notify Landlord in writing of Tenant’s approval of such Tenant Change Request within said three (3) business day period, then such Tenant Change Request shall be deemed to be withdrawn and shall be of no further effect.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make A. Buyer shall have the unilateral right from time to time to propose changes to within the general scope of this Agreement which affect the; (athe work in any of the following areas: 1) drawings, designs, or specifications of goods being specially manufactured for EAIspecifications; (b2) method of shipment shipping or packing; (c3) quantities, period of performance, delivery schedule; 4) place or time of delivery; 5) amount or type of Customer Furnished Property; 6) tasks to be performed; 7) place of deliveryinspection and/or acceptance; or (d) delivery schedulesand 8) acceptance criteria. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work being performed under this Agreement, an equitable adjustment may be made in the contract price or delivery schedule schedule, or both as mutually agreedboth, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)made. Any claim by Xxxxxx bys the Seller for adjustment under this Article must be asserted submitted in writing to EAI’s authorized procurement agent not later than twenty within thirty (2030) calendar days after from the date of receipt by Seller of the change notification by Seller. In the event that the parties are unable to mutually agree to an equitable adjustment within thirty (30) days following the presentment of such claim, either party may submit the dispute for resolution pursuant to Clause 29 below. Failure to mutually agree to any equitable adjustment shall not excuse the Seller from proceeding with the work as changed. B. Buyer may at any time, by written change authorizationorder to the Seller, require the Seller to stop all, or any part of the work called for by this Agreement, for a period of up to ninety eighty (90) days after the Stop Work Order is delivered to the Seller, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this Clause 15. Upon receipt of such a Stop Work Order, the Seller shall forthwith comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of ninety (90) days after a Stop Work Order is delivered to the Seller, or within any extension of that period to which the parties shall have agreed, Buyer shall either (1) cancel the Stop Work Order; or (2) terminate or cancel the work covered by such extension as EAI may grant in writingStop Work Order. If no claim is received within twenty (20) calendar daysany such Stop Work Order causes an increase or decrease in the cost of, such change is deemed to be accepted by Seller. Claims or the time required for, the performance of any part of the work being performed under this Agreement, an equitable adjustment in contract price or delivery schedule, or both, shall be made in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimaccordance with Clause 15A above. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, The Buyer has the right to make changes to the general scope of this Agreement which affect the; (a) Contract by providing written notice to the Buyer Procurement Representative. Such changes may be made to the drawings, designs, specifications, shipping and packing methods, inspection, acceptance, delivery location, and delivery schedule. Only the Buyer's Procurement Representative has the authority to make changes to the Contract on behalf of the Buyer, and all amendments must be identified in writing and executed by the Buyer's Procurement Representative. Any changes that affect the price, schedule, statement of work, or specifications terms and conditions of goods being specially manufactured the Contract must be authorized in writing by the Buyer's Procurement Representative, and no changes will be binding on the Buyer unless they are incorporated in a written modification signed by the Buyer's Procurement Representative. Buyer engineering and technical personnel may offer assistance or advice or exchange information with the Seller's personnel, but such actions will not be considered a change under the "Changes" clause of the Contract and will not form the basis for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedulesan equitable adjustment. If the Seller believes that a change order will result in an equitable adjustment, they must assert their right to an adjustment within 20 days of receiving written notice of the change order from the Buyer. The assertion must include the amount of the equitable adjustment and the basis for it. The Parties agree that any such change causes an increase or decrease in the cost ofequitable adjustment based on changes to federal, state, or local laws, rules, and regulations must be approved by the time required for, performance Buyer's customer. Failure to assert a claim within the specified timeframe or denial of this Agreement, an equitable adjustment may be made in by the price or delivery schedule or both as mutually agreed, and Buyer's customer will relieve the Agreement shall be modified in writing accordingly provided however, that in Buyer of any liability for such claims. If the case of Product design changes that shall render the Product parties fail to agree on open Purchase Orders unusable in whole or in partan adjustment, the equitable adjustment shall not exceed matter will be resolved according to the value "Disputes" clause of the open Purchase Order(s)Contract. Any claim by Xxxxxx for adjustment under this Article must be asserted However, the Seller is still required to proceed without delay in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after performing the date of receipt by Seller of the written change authorization, or within such extension Contract as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimchanged. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed ProductsBuyer may unilaterally, EAI may, and at any timetime by providing written notice, exclusively stop work, in writing signed by its authorized procurement agentwhole, or in part, or make other changes in Seller’s Products to the general scope of be provided under this Agreement which affect theAGREEMENT. Such changes include, but are not limited to: (i) quantities; (aii) drawings, designs, or specifications of goods being specially manufactured for EAIother specifications; (biii) packing, method of shipment shipment, or packing; (c) time or place of delivery; and (iv) the amount of property furnished by the Buyer or the Buyer’s Customer. Seller shall proceed immediately to perform this AGREEMENT as changed. b. Subject to Article 21, Excusable Delays (d) delivery schedules. If any Force Majeure), below, if such change causes changes cause an increase or decrease in the cost of, or the time required for, of performance of this AgreementAGREEMENT, the parties shall promptly negotiate in good faith an equitable adjustment may be made in the price or delivery schedule or both as mutually agreedadjustment, and the Agreement AGREEMENT shall be modified in writing accordingly provided howeveraccordingly. Except where an extension is granted in writing by Xxxxx, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any any claim by Xxxxxx for adjustment under this Article must 13 shall be deemed to be absolutely and unconditionally waived unless asserted in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by Seller of the written change authorizationchange. Seller shall submit to Buyer in writing any claim for an adjustment under this Article 13 as soon as is reasonably possible, or within such extension as EAI may grant in writingalong with a specification of the amount claimed with supporting cost figures. If no Such specification shall be accompanied by a signed statement from Seller that the claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be made in the form of a complete change proposal fully supported by detailed good faith and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI Xxxxx shall have the right to direct review any analyses performed in determining the manner of disposition amount of such assets. EAI shall have claim and meet to discuss the right to examine analyses with any of Buyer’s personnel that participated in conducting the analyses. c. Seller may not make any changes to this AGREEMENT without Xxxxx’s express written consent. Xxxxx's engineering and technical personnel are not authorized to change the Products ordered under this Agreement or any other provision of this AGREEMENT. No Change Order will be binding on Buyer unless issued by Xxxxx's Supply Chain Representative in writing. This AGREEMENT is Xxxxx’s offer to Seller to purchase the Products described in this offer. Any additional terms proposed in Seller’s pertinent books acceptance of Xxxxx’s offer including, but not limited to, shrink-wrapped or click-through terms not specifically negotiated and records for expressly made a part of the purpose of verifying Seller’s claim. b. Any Seller proposed design changes Purchase Order, which add to, vary from, or conflict with the terms herein are hereby objected to by Buyer and are void. All communication between Xxxxxx and Buyer affecting the work and Products to be furnished hereunder shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”)Supply Chain Representative. EAI Buyer’s technical personnel may provide an initial response to Seller within twenty (20) calendar dayswritten technical direction, however, there technical or management direction shall not impose tasks and requirements upon the Seller that are additional to or different from the general tasks and requirements established in the AGREEMENT. For the technical direction, to be deemed acceptance valid: (i) such direction must be issued in writing consistent with the general scope as set forth in this AGREEMENT; and (ii) such direction shall not commit Buyer to any adjustment of ECRs the price, schedule or other AGREEMENT provisions. d. If any technical direction is interpreted by EAIthe Seller to fall within Article 13, Changes, Seller shall not implement such direction, but shall notify Buyer’s Supply Chain Representative in writing of such interpretation within ten (10) business days after Seller’s receipt of such direction. EAI may accept Such notice shall: (i) include the reason upon which the Seller bases its belief that the technical direction falls within the purview of the Changes clause; and (ii) include the Seller's best estimate as to revision in estimated price, performance time, delivery schedules and any other issues that would result from implementing the technical direction. e. If, after reviewing the information, the Buyer is of the opinion such direction is within the purview of the Changes clause and considers such changes desirable, Buyer will issue unilateral direction to proceed pursuant to the authority granted under the Changes Article. f. In the event the Buyer determines it is necessary to avoid a delay in performance of the AGREEMENT while Xxxxx is reviewing the information submitted by Seller hereunder, Xxxxx may, in writing, direct the Seller to proceed with the implementation of the technical direction pending review of such information. Should Buyer later determine the change direction is appropriate; the written direction issued hereunder shall constitute the required change direction under the Changes Article. g. Failure of the Seller and the Buyer to agree on whether direction is technical direction or reject such ECRs in its sole discretiona change within the purview of the Changes Article shall be a dispute under Article 17, Disputes/Claims. Any cost savings attributed action taken by the Seller in response to ECRs any direction that falls within the purview of the Changes Article, or that Seller claims to fall within the purview of the Changes Article, given by any person other than the Supply Chain Representative shall be allocated as detailed at the Seller's own risk. h. Further, Seller shall provide written notification to Buyer prior to making any changes to Seller’s tooling, facilities, materials, or processes, and/or shall provide written notification to Buyer upon becoming aware of any such changes by Seller’s subcontractors at any tier, that could affect the work to provide Products under in this AGREEMENT. This requirement includes changes to fabrication, assembly, handling, inspection, acceptance, testing, manufacturing location, parts, materials, or suppliers. Seller shall notify Buyer of any pending or contemplated future action to discontinue or delay work under this AGREEMENT and shall allow Buyer to submit a forecast of expected annual usage prior to Seller finalizing its decision to discontinue the work or the Products. Seller shall provide Buyer with a “Last Time Buy Notice” at least twelve (12) months prior to the actual discontinuance of any products, for example. Seller shall extend opportunities to Buyer to place last time buys of Products with deliveries not to exceed one hundred eighty (180) days after the last time buy date. Seller shall flow down to subcontractor(s)/supplier(s) the requirements of this clause and all other applicable flow down provisions. i. Nothing in this Article 11.17 13, including any disagreement with Xxxxx as to the equitable adjustment to be made, shall excuse Seller from proceeding with performance of this AgreementAGREEMENT as changed. j. No changes in process or qualified design, or substitutions of materials or accessories may be made without Buyer’s prior written consent. No charges for extras will be allowed unless Xxxxx has agreed to such extras in writing and the price agreed upon. k. If, after acceptance of the AGREEMENT or at any time during the performance of this AGREEMENT, Xxxxxx believes any portion of this AGREEMENT is inaccurate, inconsistent or incomplete, Seller shall promptly notify Buyer in writing identifying any discrepancies and requesting resolution before proceeding or continuing with the portion of this AGREEMENT in question. In the event that the Seller fails to contact Xxxxx in a timely manner to resolve said discrepancies or inconsistencies and Seller proceeds with or continues any work in question, Seller shall on its own accord and shall be solely responsible for any errors or omissions, including all associated cost schedule impacts or both resulting therefrom.

Changes. a. For EAI controlled designed Products, EAI A. Buyer may, at any time, exclusively in writing signed by its authorized procurement agenta written change order, without notice to any sureties, make changes to in any one or more of the general scope of this Agreement which affect the; following: (ai) drawings, designs, or specifications of goods being specifications, where the Items to be furnished are to be specially manufactured for EAIthe Buyer in accordance therewith; (bii) method of shipment or packing; (ciii) place or time of inspection, delivery, or acceptance; (iv) the quantity and/or type of services ordered, (v) the work or service schedules, or (dvi) delivery schedulesthe amount of any Buyer furnished property. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable No claim by Seller for adjustment may hereunder shall be allowed unless made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received a specified amount within twenty (20) calendar days, days from the date notice of any such change is deemed to be accepted received by Seller. Claims If Seller considers that the conduct, statement or direction of any of Buyer’s employees constitutes a change hereunder, Seller shall notify Buyer’s authorized representative and take no action on the perceived change pending written approval of Buyer’s authorized representative. Only Buyer’s authorized representative has authority to approve a change. Any change made by Seller without such written approval shall be deemed voluntary by Seller and not compensable in the form cost of a complete change proposal fully supported by detailed and factual informationor time required for performance. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed Nothing in this Article 11.17 shall excuse Seller from proceeding with performance of this Agreementthe affected order as changed. B. Notwithstanding the above or any other provision of these General Purchase Order Provisions, Seller hereby agrees that any changes that are made to meet the specified performance requirements of any order shall not entitle Seller to any adjustment in either price or delivery.

Changes. a. For EAI controlled designed Products, EAI may, 17.1 The Purchaser may at any time, exclusively in writing signed by its authorized procurement agentwritten order designated or indicated to be a change order, and without notice to the sureties, if any, make changes to within the general scope of this Agreement which affect the; any Order, in any one or more of the following: 17.1.1 Specifications (a) drawingsincluding drawings and designs); 17.1.2 Method and manner of performance of the work; 17.1.3 Marking, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or and packing; (c) ; 17.1.4 Time and place of delivery; and 17.1.5 Purchaser Furnished Property and Facilities 17.2 Any other written or oral order (dwhich, as used in this paragraph 17.2, includes direction, instruction, interpretation, or determination) delivery schedulesfrom the Purchaser that causes a change shall be treated as a change order under this clause, provided, that NFP Organisation gives the Purchaser written notice within thirty (30) days after receipt of such change order stating: 17.2.1 the date, circumstances, and source of the order and 17.2.2 that NFP Organisation regards the order as a change order, and that the order is accepted in writing by the Purchaser as a change order. The timely written notice requirement, as detailed above, remains in force in all cases, even where, for example, the Purchaser has positive knowledge of the relevant facts. 17.3 Except as provided in this clause, no order, statement, or conduct of the Purchaser shall be treated as a change order under this clause or entitle Company to an equitable adjustment. 17.4 If any such change order causes an increase or decrease in the NFP Organisation’s cost of, or the time required for, for the performance of this Agreementany part of the work under the Order, whether or not changed by any such order, the Purchaser shall make an equitable adjustment may be made and modify the Order in the price or delivery schedule or both writing accordingly. However, except for a "proposal for adjustment" (hereafter referred to as mutually agreed"proposal") based on defective specifications, and the Agreement no proposal for any change under paragraph 17.2 above shall be modified in writing accordingly provided however, that in allowed for any costs incurred more than 30 (thirty) days before NFP Organisation gives written notice as required. In the case of Product design changes that shall render defective specifications for which the Product on open Purchase Orders unusable in whole or in partPurchaser is responsible, the equitable adjustment shall not exceed include any increased cost reasonably incurred by NFP Organisation in attempting to comply with the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual informationdefective specifications. Where inventory assets will be the cost of property made obsolete or excess as a result of a change is included in Seller's the NFP Organisation’s claim for adjustment, EAI the Purchaser shall have the right to direct prescribe the manner of disposition of such assetsproperty. EAI Failure to agree to any adjustment shall have be a dispute within the right to examine any meaning of Seller’s pertinent books and records for the purpose clause of verifying Seller’s claimthis Agreement entitled "Disputes." However, nothing in this clause shall excuse NFP Organisation from proceeding with the Order as changed. b. Any Seller proposed design changes 17.5 NFP Organisation must submit any proposal under this clause within 30 (thirty) days after 17.5.1 receipt of a written change order under paragraph 17.1 above or 17.5.2 the furnishing of a written notice under paragraph 17.2, by submitting to the Purchaser a written statement describing the general nature and amount of the proposal, unless this period is extended by the Purchaser. The statement of proposal for adjustment may be included in the notice under paragraph 17.2 above. 17.6 No proposal by NFP Organisation for an equitable adjustment shall be submitted to EAI through allowed if asserted after final payment and acceptance under the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this AgreementOrder.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively in writing signed by its authorized procurement agenta written change order, without notice to any sureties, make changes to in any one or more of the general scope of this Agreement which affect the; following: (ai) drawings, designs, or specifications of goods being specifications, where the articles to be furnished are to be specially manufactured for EAIthe Buyer in accordance therewith; (bii) method of shipment or packing; (ciii) place or time of inspection, delivery, or acceptance; or and (div) delivery schedulesthe amount of any Buyer furnished property. If any such change causes an increase or decrease in the cost of, of or the time required for, for performance of this Agreementorder, whether or not changed buy the order, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreed, and the Agreement this order shall be modified accordingly. No claim by Seller for adjustment hereunder shall be allowed unless made in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received a specified amount within twenty (20) calendar days, days from the date notice of any such change is deemed to be accepted received by Seller. Claims If Seller considers that the conduct, statement or direction of any of Buyer’s employees constitutes a change hereunder, Seller shall notify Buyer’s Subcontract Administrator. Only Buyer’s Subcontract Administrator has authority to approve a change. Any change made by Seller without such written approval shall be deemed voluntary by Seller and not compensable in the form cost of a complete change proposal fully supported by detailed and factual informationor time required for performance. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed Nothing in this Article 11.17 clause shall excuse Seller from proceeding with performance of this Agreementorder as changed. Notwithstanding the above or any other provision of this order, the Seller hereby agrees that no changes to the articles that may be required in order to meet the specified performance requirements of this order shall entitle the seller to any adjustment in either price or delivery.

Changes. a. Seller Initiated Changes - Seller may make minor engineering, manufacturing and/or producability changes and improvements to the product, which do not affect weight, installation, performance, interchangeability or certification of the complete product. Such changes shall have no effect on form, fit, or function and shall not result in a change to part number, dash number, or modification/revision level of the complete product. Any such minor product changes and improvement may be made by the Seller without NIGHTFORCE’s approval provided they are accomplished at no cost to NIGHTFORCE. NIGHTFORCE shall be notified of all such changes. b. For EAI controlled designed Productsthe Seller initiated product changes pertaining to this Supply Agreement and related Supply orders, EAI mayother than the changes described in 11.2.a. above, at any timeSeller shall describe, exclusively in writing signed by through written notice to NIGHTFORCE, all change(s) and the effect of such change(s) on the product and its authorized procurement agent, intended operation and application. Should Seller elect to make design changes to the general scope product, any cost impact shall be borne by Seller. c. Modifications or changes where NIGHTFORCE must be notified for concurrence include, but are not limited to, the following: 1. Any change that materially alters the operation of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required forprocedures with respect to the use of the product; 2. Any change that would affect form, performance fit or function of NIGHTFORCE intended use for the product; 3. Any change affecting the price at which the product would be sold to NIGHTFORCE. 4. NIGHTFORCE will not unreasonably withhold its concurrence or agreement, as the case may be, to any Seller initiated change. 5. Mandated Changes -If the NIGHTFORCE customer changes its requirements or issues new requirements, and it is necessary that product units ordered or to be ordered under this AgreementSupply Agreement by NIGHTFORCE be changed in order to permit delivery of the product meeting such new requirements of the customer, an equitable adjustment may the Seller shall make or cause such changes to be made in the product. The costs of making such changes shall be borne by NIGHTFORCE. 6. Requested Changes - In the event that NIGHTFORCE requests changes or modifications to the product, Seller shall advise NIGHTFORCE of the effect, if any, of such change on the product. Upon request of NIGHTFORCE, Seller shall offer configuration changes and if Seller agrees to make such changes it shall promptly commence whatever action is thereafter agreed upon by the parties, provided that Seller and NIGHTFORCE have agreed on the effect, if any, on the product specifications, delivery and price and this Supply Agreement and any affected Supply orders are amended in writing accordingly. d. Standard Change Management Process - Any changes to be communicated to the other party will be defined on an Engineering Coordination Memo (“ECM”) and shall be transmitted to the other party through their authorized representatives. Neither party shall take any action to implement any such ECM until such ECM has been incorporated into this Supply Agreement or delivery schedule or both as any affected purchase order in writing by an authorized Procurement official of NIGHTFORCE. A log of all ECM activity is to be maintained by the respective engineering organizations of the parties. A format and protocol for the ECM shall be mutually agreed, and agreed between the parties. e. The effectivity of any agreed change to the product to be delivered under this Supply Agreement shall be modified mutually agreed in writing accordingly provided however, that in between the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimparties. b. Any f. Seller proposed design changes shall be submitted to EAI through support NIGHTFORCE in demonstrations by equivalence and/or requests for deviations and waivers on the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated product as detailed in this Article 11.17 of this Agreementrequired.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively by written notice, stop work or make other changes in writing signed by its authorized procurement agentSeller’s Products to be provided under this Agreement. Such changes include, make changes to the general scope of this Agreement which affect the; but are not limited to: (ai) quantities, (ii) drawings, designs, or specifications of goods being specially manufactured for EAI; other specifications, (biii) packing, method of shipment shipment, or packing; (c) time or place of delivery; or and (div) delivery schedulesthe amount of Government-furnished property in a Government contract. If any such change causes changes cause an increase or decrease in the cost of, or the time required for, of performance of this the Agreement, the parties shall promptly negotiate in good faith an equitable adjustment may be made in the price or delivery schedule or both as mutually agreedadjustment, and the Agreement shall be modified in writing accordingly provided howeveraccordingly. Except where an extension is granted in writing by Xxxxx, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any any claim by Xxxxxx for adjustment under this Article must 20 shall be deemed to be absolutely and unconditionally waived unless asserted in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant change. Seller shall submit to Buyer in writing. If no writing any claim is received for an adjustment under this Article 20 within twenty (20) calendar days, such along with a specification of the amount claimed with supporting cost figures. Seller may not make any changes to this Agreement without Xxxxx’s express written consent. Buyer’s engineering and technical personnel are not authorized to change is deemed the Products ordered or any other provision of this Agreement. No change order will be binding on Buyer unless issued by an authorized representative of Xxxxx’s procurement department. In the event of any change, Seller shall proceed immediately to perform this Agreement as changed. Nothing contained in this Article 20 shall excuse Seller from proceeding with this Agreement as changed, including the failure of Seller and Xxxxx to agree upon any equitable adjustment to be accepted by Sellermade under this Article 20. Claims Nothing in this Article 20, including any disagreement with Xxxxx as to an equitable adjustment to be made, shall excuse Seller from proceeding with this Agreement. No changes in process or qualified design, or substitutions of materials or accessories may be made without Buyer’s prior written consent. No charges for extras will be allowed unless Xxxxx has agreed to such extras in writing and the price agreed upon. Seller must notify Buyer in writing to the responsible procurement agent for the placing of the Agreement of any changes to the Products affecting form, fit, or function in the form procured items or changes to the Products’ manufacturing process once acceptance of a complete change proposal fully supported the first delivery has occurred by detailed and factual informationBuyer. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have Buyer reserves the right to direct review, approve, or disapprove any changes to the manner of disposition of such assetsProducts or the Products’ manufacturing process after initial acceptance has occurred by Buyer. EAI shall have the right Seller may be subject to examine any of Seller’s pertinent books and records all charges that are incurred by Xxxxx, or its customers for the purpose rejection of verifying Seller’s claimnon-conforming Products. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed ProductsIntegerreserves the right to makechanges in the Order including, EAI maywithout limitation, at any time, exclusively changes in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedulesanddelivery(“Change Orders”). Xxxxxx agrees to comply with such Change Orders. If any such change causes an Change Orders result in a decrease or increase in Seller’s cost or decrease in the cost of, or the time required for, performance of this Agreementfor performance, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement time for performance shall be modified made in writing accordingly provided however, that in writingby Integer and Seller. Failure to agree to an adjustment will not excuse Seller from proceeding with the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)Order as changed. Any claim by Xxxxxx for adjustment additionalcompensation hereundermust be assertedwithin thirty (30) days after such Change Order. Failure of Seller to assert its claim shalloperate as a waiver. Seller will not makeany change to the Order, the Specifications for any of the Items deliveredunder this Order, or the rawmaterials, design, or productionprocesses that may affect the dimensions, appearance, price, form, fit, function (includingwithoutlimitationperformance, interchangeability and interface), chemicalcomposition, cleanliness, delivery, reliability, safety, maintenance or installation of any of the Items under this Article must Order, without Integer’s prior written consent (which consent may be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs withheld in its sole discretion). Any cost savings attributed Withoutlimitingthe generality of the foregoing, Seller will not make anychange to ECRs shall the followingwithout Integer’s priorwritten consent (which consentmay be allocated as detailed withheld in its sole discretion): (i) manufacturing location of the Items;(ii) Seller’s equipment, including, but not limited to, its processing or manufacturing equipment; (iii) location of manufacturing equipment within Seller’s location; (iv) tooling; (v) CNC machine program codefrom the releasedproductionprocess approved by Integer for the Items;(vi) Seller’s processingparameters; (vii) Seller’s suppliers; (viii) fixtures ormanufacturingmaterialthat maybe in contactwith the Items or any components thereof; (ix) configuration of the Items that may affect the form, fit, or function of the Items;(x) the frequency or methodology of Seller’s preventative maintenance, whether necessitated by emergency or otherwise; (xi) Seller’s inspection requirements or methodology;(xii) Seller’s process flow related to the Items; (xiii) Seller’s design of the Items or any component thereof; or (xiv) Seller’s rawmaterialsuppliers. Seller will immediately notify Integer in writing of anyproposedchanges described in this Article 11.17 of this AgreementSection 12.

Changes. a. For EAI controlled designed Products, EAI may, (a) The Purchaser may at any time, exclusively by a written Change Order, increase the quantity of the articles to be finished hereunder, suspend performance in writing signed by its authorized procurement agentwhole or in part, extend the time of delivery, or make changes to within the general scope of this Agreement which affect the; order in any one or more of the following (ai) drawings, designs, or specifications of goods being specially manufactured for EAI; specifications, (bii) method of shipment or packing; packaging, and (ciii) place of delivery; or (d) delivery schedules. If Should any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this Agreementorder, an equitable adjustment may be made requested by Seller in the order price or and/or delivery schedule or both as mutually agreedschedule, and the Agreement order shall be be, if required, modified in writing accordingly provided however, that in the case accordingly. (b) The Seller must submit notice of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any any claim by Xxxxxx for adjustment under this Article clause, in writing, within ten (10) days from the date the change is ordered; any claim must be asserted in writing to EAI’s authorized procurement agent not later than twenty within thirty (2030) calendar days after from the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be ordered and must set forth the amounts of any increase or decrease in the form cost of performance resulting from such change. However, if the Purchaser decides the facts justify it, the Purchaser may receive and act upon a complete change proposal fully supported by detailed and factual information. Where inventory assets will be claim submitted before final payment under this order. (c) If the Seller’s claim includes the cost of property made obsolete as a result of a change is included in Seller's claim for adjustmentor excess by the change, EAI Purchaser shall have the right to direct prescribe the manner of disposition of such assets. EAI shall have the right property. (d) Purchaser’s engineering and technical personnel may from time to examine any time render assistance or give technical advice to, or effect an exchange of information with Seller’s pertinent books and records for personnel in a liaison effort concerning the purpose articles to be furnished hereunder. However, such exchange of verifying Seller’s claiminformation or advice shall not vest Seller with the authority to change the articles hereunder or the provisions of the order, nor shall such changes in accordance with paragraph (a) hereunder. b. Any (e) Nothing contained in this Clause shall relieve Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent from proceeding without delay in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 performance of this Agreementorder as changed.

Changes. a. For EAI controlled designed Products, EAI may, (a) Owner may at any time, exclusively by written notice to Contractor, request an addition to or a deletion from the Work or other changes in writing the Work (hereinafter "Change" or "Changes"), which may have the effect of increasing or decreasing the Contract Price, shortening or lengthening the Guaranteed Completion Date, modifying Contractor's warranty obligations under this Agreement, or requiring modification of Contractor warranties in Article V. Contractor shall make a written response to any requested Change within fourteen (14) days after receiving it or, if it fails to do so, shall be deemed to have accepted the proposed Change unconditionally and without additional consideration, in which event such Change shall be deemed to become part of this Agreement. If Contractor believes that giving effect to such Change will increase or decrease its cost of performing the Work, shorten or lengthen the time needed for completion of the Work, or require modification of its warranties in Article V or require a modification of any other provisions of this Agreement, its response to the Change request shall set forth the Change or Changes that Contractor deems necessary and its justification for such Changes together with any necessary alterations or amendments to this Agreement. If Contractor does not provide a written response to Owner specifying the effect of such Changes as to cost, time and warranty obligations of Work within fourteen (14) days of Owner's notice under this Section 2.15(a), then Contractor waives any claims or offsets against Owner as a result of the Change Order, provided, however, that notwithstanding the foregoing, if such Changes as to cost, time and warranty obligations of the Work cannot be determined within the 14 day period, and Contractor submits notice within such fourteen (14) day period that the Changes will have an effect on costs, time or warranty obligations and provides the expected date (which shall be as soon as reasonably practicable) for cost, time or warranty effect response, Contractor shall not be deemed to have waived such claims or offsets. If Owner accepts the Change(s) (together with any necessary alterations or amendments to this Agreement) proposed by Contractor, or if the parties agree upon a modification of such proposed Change(s), the parties shall then sign a change order ("Change Order") setting forth the agreed upon Change in the Work and agreed upon amendments to this Agreement, and such Change Order shall operate as an amendment to this Agreement. If there occurs a Change of Law that has a material impact on the Work, each party shall bargain reasonably and in good-faith for the execution of a mutually acceptable Change Order. Owner may request a Change Order to require Contractor's compliance with such Change of Law. (b) Owner may at any time, by written notice to Contractor, propose Changes in the Work or the CPM Schedule due to a Force Majeure Event or an Owner Caused Delay. If there is a material impact on Work or the CPM Schedule as a result of such Force Majeure Event or an Owner Caused Delay, then the parties agree to bargain reasonably and in good-faith for the execution of a mutually acceptable Change Order. (c) Contractor may at any time, by written notice to Owner, propose Changes in the Work and if such proposed Changes are agreed to by Owner they shall be set forth in a Change Order signed by the parties, with the same effect as a Change Order pursuant to paragraph (a) of this Section 2.15. If Contractor believes that such Change Order will increase or decrease its authorized procurement agentcost of performing the Work, make changes lengthen or shorten the time needed for completion of the Work, or require modification of its warranties in Article V or require a modification of any other provisions of this Agreement, it shall set forth its justification for such Changes and the effect of such Changes. If Contractor does not provide a written notice to Owner specifying the effect of such Changes as to cost, time and warranty obligations of Work within five days of proposing a Change Order under this Section 2.15(c), then Contractor waives any claims or offsets against Owner as a result of the Change Order. For purposes of this Section 2.15, a Contractor requested Change Order involving a Change in the location of the Plant on the Job Site shall be considered within the general scope of this Agreement which Agreement. (d) Contractor may at any time, by written notice to Owner, propose Changes in the Work to the extent of a Force Majeure Event; provided, however, such Force Majeure Event will have a schedule impact that will actually, demonstrably, adversely and materially affect the; Contractor's ability to meet agreed project milestones. Contractor may at any time, by written notice to Owner, propose Changes in the Work due to an Owner Caused Delay, provided, however, such Owner Caused Delay has a demonstrable material cost increase or schedule impact that will actually, demonstrably, adversely and materially affect Contractor's ability to meet agreed project milestones, or both. If Owner agrees that Contractor has met all of the forgoing condition precedents, then Owner and Contractor will sign a mutually acceptable Change Order. (e) Any Contractor response to a Change Order under paragraphs (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; and any Contractor proposed Change Order under paragraph (c) place of delivery; or (d), shall be accompanied by a proposed all-inclusive final lump sum cost to Owner. In the event that the parties are unable to reach a mutually acceptable agreement on an all inclusive final lump sum cost to Owner, Contractor agrees to perform the Change Order using the Cost Plus Formula as consideration for the Change Order. (f) delivery schedulesA Change Order initiated by either party may have the effect of either increasing or decreasing the Contract Price. If any such change causes an Any Contract Price increase or decrease resulting from a Change Order taking effect under this Section 2.15 shall become an addition or deletion to the Milestone Payment or Payments to which it properly belongs. In the event that Owner and Contractor are unable to reach agreement on Change Orders under this Agreement as proposed by either Owner or Contractor, at the direction of the Owner, Owner's proposed Changes shall become effective, Contractor shall continue to perform the Work in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, accordance with Owner's Change Order on a Cost Plus Formula basis and the Agreement shall be modified parties will resolve such Changes in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this accordance with Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 X of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, 10.1. Buyer may at any time, exclusively in writing signed by its authorized procurement agenta written notice to Seller, and without notice to sureties or assignees, make changes to within the general scope of this Agreement which affect the; (a) drawingsContract in any of the following: technical requirements, designsshipment or packaging methods, delivery, inspection/acceptance, quantity adjustments, schedules, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedulesBuyer furnished materials. 10.2. If any such change causes an increase increases or decrease in decreases the cost of, or the time required forto perform this Contract, performance of this Agreement, the parties shall negotiate an equitable adjustment may be made in the price or delivery schedule schedule, or both as mutually agreedboth, and to reflect the Agreement increase or decrease. Buyer shall be modified modify this Contract in writing accordingly provided howeveraccordingly. Unless directed otherwise in writing, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any Seller must assert any claim by Xxxxxx for adjustment under this Article must be asserted to Xxxxx’s Authorized Procurement Representative in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in days of receiving directions from the form of Buyer and deliver a complete change proposal fully supported by detailed and factual informationproposal to Xxxxx’s Authorized Procurement Representative within sixty (60) days after Seller’s receipt of such direction. Where inventory assets will be Buyer may, at its sole discretion, consider any claim regardless of when asserted. If Xxxxxx’s proposal includes the cost of property made obsolete as a result of a change is included in Seller's claim for adjustmentor excess by the change, EAI Buyer shall have the right to direct prescribe the manner of disposition of such assetsproperty. EAI Failure of the parties to agree upon any adjustment shall not excuse Seller from performing in accordance with Xxxxx’s direction. The amount of any price increase from a change shall be based on the actual reasonable and allowable cost to perform the change. The amount of any price decrease from a change shall be based on the reduction in the Seller's cost that reasonably should have occurred as a result of the right change. Seller shall maintain complete and accurate accounting records properly documenting the foregoing cost and such records shall be produced for examination and copying by Buyer within ten (10) days of a request by Xxxxx. Failure to examine agree to any adjustment shall be a dispute under DISPUTES clause. However, nothing in this paragraph shall excuse the Seller from proceeding with the Contract as changed. Any action taken by Seller which affects any provision of this Contract, including delivery and price, whether or not accomplished with the concurrence of Buyer's employees, shall not entitle Seller to an equitable adjustment in accordance with this paragraph, unless such action has been specifically directed by Xxxxx’s Authorized Procurement Representative’s written notice. 10.3. If Xxxxxx considers that Xxxxx’s conduct constitutes a change, Seller shall notify Xxxxx’s Authorized Procurement Representative immediately in writing as to the nature of such conduct and its effect upon Seller’s pertinent books and records for the purpose of verifying Sellerperformance. Pending direction from Xxxxx’s claimAuthorized Procurement Representative, Seller shall take no action to implement any such change. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products10.1. No additions, EAI may, at changes or modifications to any time, exclusively of Statement of Work by either party (each “Changes”) will be considered by the other party unless such proposed Changes are first submitted in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which other party and shall not have an effect until a Change Order (as defined below) is executed by both parties. The parties acknowledge and agree that any Changes may affect the; (a) drawings, designsor delay the delivery and/or the System Price for the products or services set forth therein. Promptly after a requested Change has been submitted for approval to Seller, or specifications to Buyer (if Seller requests a Change), Seller shall prepare and deliver to Buyer an estimate of goods being specially manufactured for EAI; the anticipated impact, if any, on the delivery schedule and/or the System Price. After Buyer has received such information, Buyer shall indicate in writing whether it approves such Changes. Thereafter, the parties shall mutually revise the Statement of Work upon mutual execution of a written order complying with Section 17.2 below detailing the Changes to be made (beach, a “Change Order”). Seller shall not be obligated to implement any Changes specified in a Change Order until Buyer has executed and returned such Change Order to Buyer. Each Change Order shall state (i) method a detailed description of shipment the Change to the System(s) or packing; services to be provided under the Statement of Work, (cii) place the amount of delivery; or the fixed adjustment to the fixed System Price, and (diii) delivery schedules. If any such change causes an increase or decrease the extent of the adjustment, if any, in the cost of, or the time required for, performance of delivery schedule. For all purposes under this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets each Change Order will be made obsolete as a result fully incorporated into the Statement of a change is included in Seller's claim for adjustment, EAI shall have the right Work to direct the manner of disposition of which such assetsChange Order applies. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance liable for any delays that occur in the delivery schedule due to Changes requested by Buyer. 10.2. Extensions of ECRs by EAI. EAI one or more deadlines in the performance schedule may accept or reject such ECRs in its sole discretion. Any cost savings attributed result from an excusable delay authorized pursuant to ECRs shall be allocated as detailed in this Article 11.17 the terms of this AgreementSection 4.3.

Changes. a. For EAI controlled designed ProductsNETAPP may, EAI mayprior to acceptance or deemed acceptance of a purchase order by Seller, at any time, exclusively in writing signed time by its authorized procurement agent, a written change order make changes to in the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance and terms of this Agreement; reschedule any delivery or cancel any purchase order. NETAPP shall not be subject to any charges, an equitable adjustment may be made liability or other fees as a result of such changing; rescheduling or cancelling of a purchase order. NETAPP may, after acceptance or deemed acceptance of a purchase order by Seller but prior to the scheduled shipment date of Goods or agreed date of commencement of Services, at any time by a written change order request changes or modifications to the Agreement. If Seller considers that the requested changes or modifications affect the agreed upon price and/or scheduled shipment date of Goods or date of commencement of Services, it shall notify NETAPP in writing as soon as reasonably possible but no later than five (5) days after notification of the requested changes or modifications. Implementation of NETAPP’s requested changes or modifications without such notice automatically means that the price or delivery schedule or both as mutually agreed, and the scheduled shipment date of Goods and/or date of commencement of Services remain unchanged. If NETAPP considers the Seller’s request for change of price and/or date of shipment of Goods or commencement of Services to be unreasonable in relation to the proposed changes or modifications, NETAPP shall have the right to terminate the Agreement in writing and NETAPP shall not be subject to any charges, liability or other fees as a result of such termination. Nothing herein shall excuse Seller from proceeding with the Agreement as changed. This Agreement shall not be modified in writing accordingly provided howeverdeemed or construed to be modified, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable amended, rescinded, cancelled or waived in whole or in part, except by written change order signed by a NETAPP authorized purchasing representative. After NETAPP's approval or acceptance of the equitable adjustment initial qualification prototypes of the Goods, Seller shall not exceed make any changes in the value design, material or processes that may affect the form, fit, function, interchange ability, quality or reliability of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the Goods without NETAPP'S prior written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimconsent. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes 5.2.1 From time to time during the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance Term of this Agreement, an equitable adjustment either Party may submit to the other written proposals for the adoption, implementation or development of any change, improvement or modification to the Product. If such change is proposed by Seller, such change may be made in implemented by Seller after consultation with Purchaser (but without requiring Purchaser’s consent) so long as such change does not negatively impact the price safety or delivery schedule efficacy of the Products, or both materially increase Purchaser’s liability with respect to the Products (any such change hereinafter referred to as mutually agreeda “Material Change”). If such change is a Material Change, Seller shall not be permitted to make such change without the prior written consent of Purchaser, such consent not to be unreasonably withheld or delayed, and subject to the Agreement provisions of Sections 5.2.2 and 5.2.3 below. The Specifications shall be modified to reflect any such changes. In the event of any change, Seller shall establish an appropriate qualification protocol, and Purchaser and Seller shall determine an appropriate inventory level for the pre-change Product in order to cover on-going requirements during the qualification process. The foregoing shall not preclude Seller from implementing process changes or other manufacturing related changes so long as such changes do not materially alter the Specifications. 5.2.2 In the event that Seller is required to change the Product Specifications pursuant to applicable law, rule, or regulation or in response to the order of a governmental authority or regulatory body, Seller shall promptly advise Purchaser in writing accordingly provided howeverof any such change, that in as well as any scheduling adjustments which may result from such change. 5.2.3 In addition to the case of Product design changes that under Section 5.2.2, Purchaser shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall also have the right to direct request that a change be made to the manner of disposition Specifications at its expense and upon prior written notice to Seller. Seller shall not be required to make any such change but shall consider Purchaser’s request in good faith. 5.2.4 In order for Purchaser to include in any Product Label or Labeling Purchaser Trademarks or similar changes indicating Purchaser as the distributor of such assetsProduct, upon Purchaser’s request, Seller shall provide Purchaser the Label artwork and text in electronic format. EAI Purchaser shall update such artwork and text to include Purchaser Trademarks and such other similar changes as desired by Purchaser to indicate Purchaser as the distributor of such Product; provided that Seller shall not be required to accept such changes if such changes do not comply with the NDA under which the Product is to be sold and distributed and all applicable laws, rules and regulations. Purchaser shall make all necessary arrangements, at its expense, to have such changed Labels or Labeling printed and shall provide to Seller printer’s proofs for Seller’s review and approval. Except with respect to the right use of Purchaser’s Trademarks and supplied artwork, Seller shall be responsible for ensuring the accuracy of all information contained on all Labels and Labeling for the Products and for the compliance of all such Labels and Labeling with the NDA under which such Products are to examine any be sold and distributed and applicable law. In accordance with the foregoing, Seller shall, within ten (10) business days of receipt of said printer’s proofs, provide written notice to Purchaser of Seller’s pertinent books and records for the purpose approval of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent such proofs in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs submitted by EAI. EAI may accept Purchaser or reject with such ECRs corrections thereto as included in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this AgreementSeller’s notice.

Changes. a. For EAI controlled designed Products, EAI 7.1 Each of SOUND UNITED and Supplier may, at any from time to time, exclusively propose to each other in writing signed by its authorized procurement agentthe form of change request, make changes to in the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedulesSpecifications. If any such proposed change causes may cause an increase or decrease in the cost of, costs of or the time required forfor Supplier’s performance, performance Supplier shall immediately notify SOUND UNITED and the Parties shall agree on an equitable adjustment in prices or other terms, which shall be set forth in in writing. No change will be binding on SOUND UNITED unless agreed to in writing by SOUND UNITED. Without limiting any of the foregoing and notwithstanding anything to the contrary that may be provided in this Agreement, an equitable adjustment may be made in no event shall Supplier make any changes in the price design, material or delivery schedule processes that affect the form, fit, function, interchangeability, quality or both as mutually agreedreliability of the Products without the prior written consent of SOUND UNITED. SOUND UNITED may choose to return the lot to Supplier at Supplier’s expense or hold the lot until appropriate testing and validation demonstrate that the Product meets or exceeds the original specification. Costs associated with re-testing and re-validation of products with unapproved or undisclosed changes will be the sole expense of Supplier. 7.2 If Supplier learns or reasonably foresees that any part or component used for the manufacture of any Product will become or has become unavailable, Supplier shall immediately notify SOUND UNITED and, to the extent necessary, the Parties shall agree on: (i) the alternative part(s) / component(s); (ii) any adjustments in the Specifications and/or manufacturing processes; and the Agreement (iii) anything else affected by such unavailability. It shall be modified Supplier’s sole responsibility to make the last buy in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value sufficient number of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted part or component that will become unavailable and/or procure, at its cost, alternative parts and components in writing timely fashion and in sufficient number, so as to EAI’s authorized procurement agent not later than twenty (20) calendar days after minimize any disruption to the date of receipt by Seller manufacture or any adverse effect on the quality of the written change authorization, or within such extension as EAI may grant in writingProduct. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have SOUND UNITED reserves the right to direct recover from Supplier any Damages SOUND UNITED suffers from the manner unavailability of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimpart or component. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively in writing signed by its authorized procurement agenta written directive or order, make reasonable changes to within the general scope of this Agreement which affect the; Order, in any one or more of the following: (a) drawings, designs, or specifications of goods being specially manufactured for EAIspecifications; (b) method of shipment or packing; (c) place of inspection, delivery, or acceptance; or (d) increases in quantities; (e) changes in delivery schedules; and (f) the amount of Buyer-furnished property. Seller shall proceed immediately to perform this Order as changed. If any such change causes an increase or decrease in the cost of, of or in the time required for, for the performance of any part of the work under this AgreementOrder, whether changed or not changed by any such order, an equitable adjustment may shall be made in the purchase price or delivery schedule schedule, or both as mutually both, and this Order shall be so modified in writing. Unless otherwise agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case any claim of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx Seller for adjustment under this Article clause must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar within 30 days after from the date of the receipt by Seller of the such written change authorization, or within such extension as EAI may grant in writingorder. If no Seller includes in its claim is received within twenty (20) calendar daysany costs for property made obsolete or excess by such changes, the title to such change is deemed property at the option and election of Buyer, shall pass to Buyer and shall thereafter be accepted by Seller. Claims subject to the provisions of the Responsibility for Property clause herein and shall be in the form of a complete change proposal fully supported delivered as directed by detailed and factual informationBuyer. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have Buyer has the right to examine any of Seller’s 's pertinent books and records for the purpose of verifying Seller’s 's claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed Nothing in this Article 11.17 clause shall excuse Seller from proceeding with this Order as changed, including failure of the parties to agree upon any adjustment to be made under this Agreementclause.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively by written notice, stop work or make other changes in writing signed by its authorized procurement agentSeller’s Products to be provided under this Agreement. Such changes include, make changes to the general scope of this Agreement which affect the; but are not limited to: (ai) quantities, (ii) drawings, designs, or specifications of goods being specially manufactured for EAI; other specifications, (biii) packing, method of shipment shipment, or packing; (c) time or place of delivery; or and (div) delivery schedulesthe amount of Government-furnished property in a Government contract. If any such change causes changes cause an increase or decrease in the cost of, or the time required for, of performance of this the Agreement, the parties shall promptly negotiate in good faith an equitable adjustment may be made in the price or delivery schedule or both as mutually agreedadjustment, and the Agreement shall be modified in writing accordingly provided howeveraccordingly. Except where an extension is granted in writing by Xxxxx, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any any claim by Xxxxxx for adjustment under this Article must 20 shall be deemed to be absolutely and unconditionally waived unless asserted in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant change. Seller shall submit to Buyer in writing. If no writing any claim is received for an adjustment under this Article 20 within twenty (20) calendar days, such along with a specification of the amount claimed with supporting cost figures. Seller may not make any changes to this Agreement without Xxxxx’s express written consent. Buyer’s engineering and technical personnel are not authorized to change is deemed the Products ordered or any other provision of this Agreement. No change order will be binding on Buyer unless issued by an authorized representative of Xxxxx’s procurement department. In the event of any change, Seller shall proceed immediately to perform this Agreement as changed. Nothing contained in this Article 20 shall excuse Seller from proceeding with this Agreement as changed, including the failure of Seller and Xxxxx to agree upon any equitable adjustment to be accepted by Sellermade under this Article 20. Claims Nothing in this Article 20, including any disagreement with Xxxxx as to an equitable adjustment to be made, shall excuse Seller from proceeding with this Agreement. No changes in process or qualified design, or substitutions of materials or accessories may be made without Buyer’s prior written consent. No charges for extras will be allowed unless Xxxxx has agreed to such extras in writing and the price agreed upon. Seller must notify Buyer in writing to the responsible procurement agent for the placing of the Agreement of any changes in the form procured items or changes to the Products’ manufacturing process once acceptance of a complete change proposal fully supported the first delivery has occurred by detailed and factual informationBuyer. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have Buyer reserves the right to direct review, approve, or disapprove any changes to the manner of disposition of such assetsProducts or the Products’ manufacturing process after initial acceptance has occurred by Buyer. EAI shall have the right Seller may be subject to examine any of Seller’s pertinent books and records all charges that are incurred by Xxxxx, or its customers for the purpose rejection of verifying Seller’s claimnon-conforming Products. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, (a) Buyer may at any time, exclusively in writing signed by its authorized procurement agentwritten order, and without notice to sureties, if any, make changes to within the general scope of this Agreement which affect the; purchase order/contract in any one or more of the following: (a1) drawingsDrawings, designs, or specifications of goods being specially manufactured the Buyer, if any, relating to modifications adapting commercial items to Buyer's needs under the initial purchase order/contract, including packaging, testing, or manufacturing processes; (2) Method of shipment or place of delivery, and, (3) If this purchase order/contract is for EAIservices, changes within the general scope of the purchase order/contract may be made in any one or more of the following: (i) description of the services to be performed; (ii) time of performance, such as hours of the day or day of the week; and (iii) place of performance of the services. (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If It' any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this Agreementpurchase order/contract, regardless of whether changed by a written order, the Buyer shall make an equitable adjustment may be made in the price purchase order/contract price, the delivery schedule, or delivery schedule or both as mutually agreedboth, and shall modify the Agreement shall be modified purchase order/contract accordingly in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable writing. (c) Seller must assert any right it may have to an adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar the Buyer and any such written assertion must be received by the Buyer within 3 0 days after from the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted order by Seller. Claims shall be in However, if the form Buyer decides that the facts justify it, the Buyer may receive and act upon any such claim asserted at any time prior to final payment under this purchase order/contract. (d) If the Seller's proposal for adjustment includes the cost of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be property made obsolete or excess as a result of a Buyer's written change is included in Seller's claim for adjustmentorder, EAI the Buyer shall have the right to direct prescribe the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimproperty. b. Any Seller proposed design changes (e) Failure to agree to any adjustment shall be submitted to EAI through a Dispute under the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”)Disputes clause. EAI may provide an initial response to Seller within twenty (20) calendar daysHowever, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed nothing in this Article 11.17 of this Agreementclause shall excuse Seller from proceeding with the purchase order/contract as changed.

Changes. a. For EAI controlled designed Products, EAI may, A. Prime Contractor shall have the unilateral right at any time, exclusively in writing signed by its authorized procurement agentissuance of a written "Agreement Modification”, to make changes to within the general scope of this Agreement which affect the; to one or more of the following: (a1) shipping and packing instructions, (2) quantities, (3) drawings, (4) designs, or specifications of goods being specially manufactured for EAI; (b5) method of shipment or packing; specifications, (c6) place of delivery; or , (d7) delivery schedules, (8) place of inspection and acceptance, and/or (9) amount of Prime Contractor Furnished Material of this Agreement for which an appropriate adjustment to the terms of this Agreement shall be made. If any such change causes an increase or decrease in the cost of, of or the time required for, for performance of this Agreement, Subcontractor shall immediately notify Prime Contractor and negotiate an equitable adjustment may in price or schedule reflecting such change. No such adjustment shall be binding upon Prime Contractor unless made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)writing. Any claim by Xxxxxx Subcontractor for such an adjustment shall be deemed waived unless notice of a claim is made in writing within ten (10) days following Subcontractor's receipt of such changes. Equitable Adjustments require a bilateral modification. B. Notwithstanding the provisions of this clause, the Funded Amount herein shall not be increased or deemed to be increased except by a modification issued by the Prime Contractor indicating the revised allotted funding. Until such modification is made, the Subcontractor shall not be obligated to continue performance or incur cost beyond the allotted funding. Should the Subcontractor incur additional cost greater than the allotted funding it does so at its own risk, subject to the “Limitation of Obligation” clause set forth in Article 12 of the Schedule. C. In the event that the Government duly and unilaterally revises terms of the Prime Contract that materially impact the services and/or compensation under this Article must be asserted Agreement, the Prime Contractor may unilaterally modify this Agreement and the Subcontractor shall continue performance of the services without interruption. If such a modification merits an equitable adjustment to this Agreement, Subcontractor may request same in writing and the Parties shall enter into good faith negotiations to EAI’s authorized procurement agent not later than twenty agree upon an equitable adjustment. Failure of the Parties to reach an agreement within ten (2010) calendar days after the date of receipt by Seller of the written change authorizationcommencement of active negotiations, or within such extension unless otherwise extended by mutual agreement, may serve as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records grounds for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted Prime Contractor to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of terminate this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; (a) drawingsFrom time to time circumstances may arise which justify a Change. (b) No Change shall be effective unless authorized by Buyer by issuance of a Change Order pursuant to the provisions of this article 13. (c) Buyer shall, designswhen reviewing each potential Change and determining the nature and extent of any Change Order which is to be granted in accordance with the subsequent paragraphs of this Article, consider in detail the following information: (i) The nature, scope and extent of the Change, including but not limited to any additions or specifications deletions from the Scope of goods being specially manufactured Work; (ii) The effect, if any, of the Change on the Project Schedule or on the Guaranteed Substantial Completion Date(s), as applicable; (iii) The effect, if any, of the Change on the amount the Purchase Price; provided, however, that in no event shall the amount of the Purchase Price be subject to change for EAIany Change that does not constitute a material change in the Scope of Work requested by Buyer; and (iv) Such other information as may reasonably be necessary for the implementation of the Change Order, including but not limited to the effect on any other provisions hereof which may be impacted by the Change. Buyer shall, in the case of an Buyer-Initiated Change or, if it elects to do so, in the case of Seller Initiated Changes, and in all events in the case of Required Changes, thereafter issue such Change Order having regard to all such circumstances as is just and equitable and in a form substantially similar to the Change Order Form attached hereto as Exhibit D-1 which shall address, to the extent required, all of the issues set out in this Section 13.1(c). (d) In the case of any request for a Change Order which is permitted to be made in accordance with this Agreement, it shall take the form of a Change Order Request (each a “Change Order Request”) which shall be delivered to Buyer in writing as soon as possible and in any event within ten (10) days after Seller becomes aware of the circumstances which it believes (or through the exercise of Best Recognized Practice should believe) necessitates a Change. In no case shall Seller be entitled to recover costs as a Change Order in connection with conditions that give rise to such Change Order arising prior the date on which Seller requests the Change Order, except to the extent that such costs are incurred reasonably and properly in order to achieve the Substantial Completion Date. Any Change Order Request shall be in a form substantially similar to the Form of Change Order Request attached hereto as Exhibit D-2 and comprising the following information: (a) the factors necessitating or the basis for the Change; (b) method of shipment or packingthe impact, if any, which the proposed Change is likely to have on the Purchase Price; (c) place of deliverythe impact, if any, which the proposed Change is likely to have on the Project Schedule (including the Guaranteed Substantial Completion Date); or (d) delivery schedules. If any other impacted provisions hereof; and (e) such change causes an increase or decrease other information which Buyer may reasonably request in the cost of, or the time required for, performance connection with such proposed Change. (e) The issuance of a Change Order shall not result in invalidation of this Agreement. (f) Except with respect to a Buyer Initiated Change, as to which the disregarded amount shall be $25,000, no circumstances will constitute grounds for a Required Change Order or a Seller Initiated Change Order unless and to the extent that (i) the costs of such Change Order, in either case, is in excess of $5,000, or (ii) the effect of such Change Order request impairs the achievement of an equitable adjustment Buyer Critical Schedule Milestone or a Seller Critical Schedule Milestone, as applicable, by more than 3 days (except in circumstances where Seller has no means of recovering such schedule impairment in which case Seller shall be entitled to a Change Order if Seller would otherwise have been so entitled). Neither party shall game or otherwise manipulate the foregoing process, by aggregating or disaggregating cost and/or circumstances as the case may be (or otherwise), for the purpose of recovering or avoiding additional cost or time in accordance with the foregoing. (g) Change Orders (in each case in excess of the applicable disregarded amount) shall address the change, if any, in the amount of the Purchase Price in one of the following manners: (i) Buyer and Seller shall agree upon the amount by which the Change will impact the Purchase Price; or (ii) Buyer and Seller shall agree as to the nature and extent of the Change, but in lieu of changing the Purchase Price, Seller shall perform the activities associated with the Change on a cost-reimbursement basis, in which event no change shall be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value amount of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimPrice. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI Buyer may, at any time, exclusively in writing signed by its authorized procurement agenta written change order, without notice to any sureties, make changes to in any one or more of the general scope of this Agreement which affect the; following: (ai) drawings, designs, or specifications of specifications, where the goods being to be furnished are to be specially manufactured for EAIthe Buyer in accordance therewith; (bii) method of shipment or packing; (ciii) place or time of inspection, delivery, or acceptance; (iv) the quantity and/or type of services ordered, (v) the work or service schedules, and (dvi) delivery schedulesthe amount of any Buyer furnished property. If Seller believes that any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in affects the price or delivery schedule for such goods or both as mutually agreedservices, and the Agreement shall be modified then Seller will so notify Buyer in writing accordingly provided howeverwriting, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in partwith adequate supporting documentation, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty within ten (2010) calendar days after the date receipt of receipt by such direction. Buyer and Seller of the written change authorizationwill mutually agree, or within such extension as EAI may grant in writing. If no claim is received , upon an equitable adjustment in the price and/or delivery date to reflect the effect of such change within twenty ten (2010) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any days of Seller’s pertinent books notification. If Xxxxx and records for Seller are unable to agree on the purpose of verifying adjustment, Buyer will make a good faith adjustment which will be binding on Seller. Seller’s claim. b. request for any adjustments will be deemed waived unless submitted in writing within such ten (10) calendar days after Seller receives direction to make such changes. If Xxxxxx considers that the conduct, statement or direction of any of Buyer’s employees constitutes a change hereunder, Seller will notify Buyer and take no action on the perceived change pending written approval of Buyer. Only Buyer has authority to approve a change. Any change made by Seller proposed design changes shall without such written approval will be submitted to EAI through the authorized Procurement Agent deemed voluntary by Seller and not compensable in the form cost of an EAI engineering change request (herein “ECR”)or time required for performance. EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed Nothing in this Article 11.17 excuses Seller from proceeding with performance of this Agreement.order as changed including the parties’ failure to agree on the equitable adjustment. Notwithstanding the above or any other provision of this order, the Seller hereby agrees that no changes to the goods that may be required in

Changes. a. For EAI controlled designed Products, EAI may, A. Purchaser reserves the right at any timetime to direct changes, exclusively in writing signed by its authorized procurement agentor cause Seller to make changes, make changes to the general Goods under any Order or Order amendment, including, but not limited to, changes in the design (including drawings and specifications), processing, methods of packing and shipping and the date or place of delivery of the Goods covered by the Order or to otherwise change the scope of this Agreement which the work covered by the Order including work with respect to such matters as inspection, testing or quality control, and Seller agrees to promptly make such changes. Any such changes shall be deemed not to affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, for performance or cost under the Order unless (i) Seller provides Purchaser with written notice in accordance with Section 42 of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any a claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty time for performance or cost within ten (2010) calendar days after the date of receipt by Purchaser’s notice to Seller of the written change authorizationand (ii) after auditing such claim, Purchaser determines that an adjustment (up or within down) is appropriate. Any such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, by Seller for adjustment to time for performance or cost under an Order must be solely and directly the result of the change directed by Xxxxxxxxx and any notice of such change is deemed to be accepted by Seller. Claims claim shall be in the form of a complete change proposal fully supported effective only if accompanied by detailed and factual informationall relevant information sufficient for Purchaser to verify such claim. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustmentIn addition, EAI Purchaser shall have the right to direct audit all relevant records, facilities, work or materials of Seller to verify any claim. Seller shall consider and advise Purchaser of the manner impact of disposition a design change on the system in which the Goods covered by the Order are used. Nothing in this Section 13 shall excuse Seller from proceeding with the Order as changed. B. Without the prior approval of Purchaser on the face of an Order amendment or in a Signed Writing by Purchaser’s Authorized Representative, Seller shall not make any changes to any Order or the Goods covered by the Order, including, without limitation, changing (i) any third party supplier to Seller of services, raw materials or goods used by Seller in connection with its performance under the Order, (ii) the facility from which Seller or such assets. EAI shall have supplier operates, (iii) the right to examine price of any of Seller’s pertinent books and records for the purpose Goods covered by the Order, (iv) the nature, type or quality of verifying Seller’s claim. b. Any any services, raw materials or goods used by Seller proposed design changes shall be submitted to EAI through or its suppliers in connection with the authorized Procurement Agent Order; (v) the fit, form, function, appearance, performance of any Goods covered by the Order; or (vi) the production method, or any process or software used in the form production or provision of any Goods under the Order. Any changes by Seller to any Order or the Goods covered by the Order without the prior approval by Purchaser on the face of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance Order amendment or in a Signed Writing by Purchaser’s Authorized Representativeshall constitute a breach of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreementthe Order.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively in writing signed by its authorized procurement agentwritten notice from their Buyer Procurement Representative, make changes to within the general scope of this Agreement which affect the; Contract in any one or more of the following: (ai) drawings, designs, or specifications of goods being specially manufactured for EAIspecifications; (bii) method of shipment shipping or packing; (ciii) place of inspection, acceptance, or point of delivery; or and (div) delivery schedulesschedule. If any REV A (9/2022) Only the Buyer’s Procurement Representative has authority on behalf of Buyer to make changes to this Contract. All amendments must be identified as such change causes an increase or decrease in writing and executed by the cost ofParties. Specifically, changes which affect the price, schedule, statement of work, or the terms and conditions shall be made only with written authorization from Xxxxx’s Procurement Representative. No changes to this Contract shall be binding upon Buyer unless incorporated in a written modification signed by Xxxxx's Procurement Representative. Xxxxx engineering and technical personnel may from time required for, performance to time render assistance or give technical advice or discuss or effect an exchange of information with Xxxxxx's personnel concerning the Work hereunder. No such action shall be deemed to be a change under the “Changes” clause of this Agreement, Contract and shall not be the basis for equitable adjustment. Seller must assert its right to an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received clause within twenty (20) calendar daysdays from the date of receipt of the written change order from Buyer. This assertion must include the amount of the equitable adjustment and the basis for the equitable adjustment. Equitable adjustment assertions based on changes to federal, such change is deemed state, or local laws, rules, and regulations will only be approved if Buyer’s customer approves them. Failure by the Seller to be accepted assert claims related to this paragraph in a timely manner or denial by SellerXxxxx’s customer to grant the equitable adjustment relieves Buyer of all liability for these assertions and any proposed equitable adjustment. Claims Failure to agree to any adjustment shall be resolved in accordance with the “Disputes” clause of this Contract. However, nothing contained in this “Changes” clause shall excuse Seller from proceeding without delay in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 performance of this AgreementContract as changed.

Changes. a. For EAI controlled designed Products, EAI may, A. Xxxxx’s PCO may at any time, exclusively in writing signed by its authorized procurement agentwritten order, and without notice to sureties or assignees, if any, make changes to within the general scope of this Agreement which affect the; Order. in (a1) drawings, designs, or specifications statement of goods being specially manufactured for EAIwork, specifications, planning and /or other technical documents; (b2) method of shipment shipment, packaging, or packing; (c3) time and place of inspection, delivery or acceptance; (4) reasonable adjustments in quantities and/or delivery schedules; (5) place of deliveryperformance of the Service; or (d6) delivery schedules. the amount of Buyer/Government furnished property; and (7) terms and conditions required to meet Buyer’s obligations under its prime contracts, including, but not limited to, any mandatory flow-down clauses. B. If any such authorized change causes an increase or decrease in the cost of, or the time required forto perform this Order, performance of this Agreement, Buyer and Seller shall negotiate an equitable adjustment may be made in the price and/or schedule, to reflect the increase or delivery schedule or both as mutually agreed, and the Agreement decrease. Buyer shall be modified modify this Order in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. 1. Any claim by Xxxxxx for adjustment under this Article must shall be unconditionally waived unless: (i) asserted in writing and delivered to EAI’s authorized procurement agent not later than twenty Buyer within fifteen (2015) calendar days after of the date of receipt by Seller of the written change authorization, or order and (ii) a fully supported proposal is delivered to Buyer’s PCO within such extension as EAI may grant in writingthirty (30) days of the date of the written change order. 2. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in Seller claims the form cost of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be any Product made obsolete as a result of a change is included in Seller's claim for adjustmentor excess, EAI Buyer shall have the right to direct prescribe the manner of disposition of such assetsthe Product to include the right to acquire that Product for cost claimed. 3. EAI shall Buyer, its authorized representatives, and its customer have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. However, at Seller’s request, in lieu of Buyer, a mutually agreeable third party can examine books and records to verify Xxxxxx’s claim. b. Any Seller proposed design changes 4. Failure to agree to any adjustment shall be submitted to EAI through a dispute within the authorized Procurement Agent in meaning of the form of an EAI engineering change request (herein “ECR”)Disputes” clause hereof. EAI may provide an initial response to However, Seller within twenty (20) calendar days, however, there shall not be deemed acceptance excused from proceeding with this Order as changed. C. Xxxxx’s engineering, technical personnel and other representatives may from time to time render assistance or give technical advice or discuss issues or engage in an exchange of ECRs by EAIinformation with Seller’s personnel concerning the Products or Services hereunder. EAI may accept or reject No such ECRs in its sole discretion. Any cost savings attributed to ECRs action shall be allocated as detailed in deemed to be a change, nor shall it be the basis for an equitable adjustment, and no such action shall relieve Seller of its obligations under this Article 11.17 of this AgreementOrder.

Changes. a. For EAI controlled designed ProductsIf, EAI mayafter the Commencement date, at any time, exclusively the Customer wishes to modify the requirements specified in writing signed by its authorized procurement agent, make changes to ANNEX 1 in such a way that the general scope character or extent of the Outsourcing Services and/or other obligations arising under the terms of this Agreement are changed from those provided for in this Agreement, the Customer shall, in writing, request the Supplier to perform these changes. Such request shall hereinafter be referred to as a “Change Request”. The Supplier shall within a reasonable time after receiving the Change Request, notify the Customer in writing confirming whether or not the Change Request has been accepted. When accepting a Change, the Supplier shall simultaneously require any consequential amendments due to a Change, including change to amounts of payment due, time schedules and/ or performance level etc. which affect the; (a) drawingsare caused by the Customer’s Change Request. The Customer shall be deemed to agree to the Supplier’s requirements, designsunless the Customer within 10 day after receiving the Supplier’s requirements regarding Change consequences sends the Supplier a written notice cancelling the Change Request, or specifications stating that further negotiations are required regarding the consequences of goods being specially manufactured the requested Changes. The Supplier shall not be obliged to make the changes, unless the parties have reached agreement regarding the Change consequences. To the extent Changes shall be effected by way of a development project, this shall be subject to a separate agreement to be entered into between the parties. In case of doubt the Supplier shall decide whether it is necessary to organise a development project to make a Change. An agreement regarding a development project shall include Change consequences. A Change Request and the agreed Change consequence requirements, shall be signed by both parties and included in ANNEX 13, when accepted by both parties. RISKS Each of the parties respectively carries the risk for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedulesdestruction and damage inflicted to material in its possession. If any such change causes an increase or decrease RIGHTS TO EQUIPMENT, SOFTWARE ETC Rights to equipment, software etc. from the Customer, which shall be included in the cost ofOutsourcing Services Prior to the Commencement date The Customer warrants to the Supplier that the necessary agreements have been entered into regarding equipment and software, or which the time Supplier shall take over from the Customer according to Paragraph 6. This includes necessary agreements regarding licences for Basis- and User Software, which shall be taken over, and also maintenance agreements for all components included in the Outsourcing Services. Further, the Customer warrants that these agreements permit the Supplier to manage the operation of the Operational Environment, including necessary maintenance and development required for, performance according to the terms of this Agreement. If the necessary agreements for such do not exist, an equitable adjustment the Customer shall, forthwith, enter into the necessary agreements at no cost to the Supplier. The Customer is liable to ensure the necessary transfer of existing agreements, and that the requisite permissions to carry out tests and operations of the Services are obtained before the Commencement date. If the Customer does not obtain such permissions to transfer the existing agreements, the Supplier shall agree with the Customer, that it shall, at the Customer’s cost endeavour to procure direct agreements to be entered into with the Customer’s relevant suppliers. Any additional expenses the Supplier may incur because of this, shall be made covered by the Customer. After the Commencement Date After the Commencement date, the following shall apply regarding rights to software, which the Supplier takes over from the Customer: For Basis Software the Supplier shall, unless otherwise specified in the price or delivery schedule or both ANNEX 5, be joined in as mutually agreeda party to any licence agreements and maintenance agreements entered into with any sub-contractors, and the Agreement Supplier shall be modified in writing accordingly provided however, that liable to honour such agreements. The costs for this shall be included in the case payment provisions specified in ANNEX 9. If the payment of Product design changes that shall render licence fees causes increased costs in respect of the Product on open Purchase Orders unusable in whole or in partBasis Software, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted payment specified in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims ANNEX 9 shall be adjusted according to the increased costs. For the User Software the Customer shall retain its copyright or license rights, unless as otherwise stated in ANNEX 5. This shall apply even if the software is transferred to the Operational Environment, cf. Paragraph 13.1.1 The Customer’s rights in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes User Software which shall be submitted to EAI through taken over by the authorized Procurement Agent Supplier on the Commencement date shall include all current versions and all documentation regarding the User Software. Alterations in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar daysUser Software after this date, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed dealt with in this Article 11.17 accordance with the provisions of this AgreementParagraph 3.3, cf. Paragraph 11.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; ‌ (a) drawingsFrom time to time circumstances may arise which justify a Change. (b) No Change shall be effective unless authorized by Buyer by issuance of a Change Order pursuant to the provisions of this article 13. (c) Buyer shall, designswhen reviewing each potential Change and determining the nature and extent of any Change Order which is to be granted in accordance with the subsequent paragraphs of this Article, consider in detail the following information:‌ (i) The nature, scope and extent of the Change, including but not limited to any additions or specifications deletions from the Scope of goods being specially manufactured Work; (ii) The effect, if any, of the Change on the Project Schedule or on the Guaranteed Substantial Completion Date(s), as applicable; (iii) The effect, if any, of the Change on the amount the Purchase Price; provided, however, that in no event shall the amount of the Purchase Price be subject to change for EAIany Change that does not constitute a material change in the Scope of Work requested by Buyer; and (iv) Such other information as may reasonably be necessary for the implementation of the Change Order, including but not limited to the effect on any other provisions hereof which may be impacted by the Change. Buyer shall, in the case of an Buyer-Initiated Change or, if it elects to do so, in the case of Seller Initiated Changes, and in all events in the case of Required Changes, thereafter issue such Change Order having regard to all such circumstances as is just and equitable and in a form substantially similar to the Change Order Form attached hereto as Exhibit D-1 which shall address, to the extent required, all of the issues set out in this Section 13.1(c). (d) In the case of any request for a Change Order which is permitted to be made in accordance with this Agreement, it shall take the form of a Change Order Request (each a “Change Order Request”) which shall be delivered to Buyer in writing as soon as possible and in any event within ten (10) days after Seller becomes aware of the circumstances which it believes (or through the exercise of Best Recognized Practice should believe) necessitates a Change. In no case shall Seller be entitled to recover costs as a Change Order in connection with conditions that give rise to such Change Order arising prior the date on which Seller requests the Change Order, except to the extent that such costs are incurred reasonably and properly in order to achieve the Substantial Completion Date. Any Change Order Request shall be in a form substantially similar to the Form of Change Order Request attached hereto as Exhibit D-2 and comprising the following information: (a) the factors necessitating or the basis for the Change; (b) method of shipment or packingthe impact, if any, which the proposed Change is likely to have on the Purchase Price; (c) place of deliverythe impact, if any, which the proposed Change is likely to have on the Project Schedule (including the Guaranteed Substantial Completion Date); or (d) delivery schedules. If any other impacted provisions hereof; and (e) such change causes an increase or decrease other information which Buyer may reasonably request in the cost of, or the time required for, performance connection with such proposed Change. (e) The issuance of a Change Order shall not result in invalidation of this Agreement. (f) Except with respect to a Buyer Initiated Change, as to which the disregarded amount shall be $25,000, no circumstances will constitute grounds for a Required Change Order or a Seller Initiated Change Order unless and to the extent that (i) the costs of such Change Order, in either case, is in excess of $5,000, or (ii) the effect of such Change Order request impairs the achievement of an equitable adjustment Buyer Critical Schedule Milestone or a Seller Critical Schedule Milestone, as applicable, by more than 3 days (except in circumstances where Seller has no means of recovering such schedule impairment in which case Seller shall be entitled to a Change Order if Seller would otherwise have been so entitled). Neither party shall game or otherwise manipulate the foregoing process, by aggregating or disaggregating cost and/or circumstances as the case may be (or otherwise), for the purpose of recovering or avoiding additional cost or time in accordance with the foregoing. (g) Change Orders (in each case in excess of the applicable disregarded amount) shall address the change, if any, in the amount of the Purchase Price in one of the following manners: (i) Buyer and Seller shall agree upon the amount by which the Change will impact the Purchase Price; or (ii) Buyer and Seller shall agree as to the nature and extent of the Change, but in lieu of changing the Purchase Price, Seller shall perform the activities associated with the Change on a cost-reimbursement basis, in which event no change shall be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value amount of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimPrice. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively by written notice, stop work or make other changes in writing signed by its authorized procurement agentSeller’s Products to be provided under this AGREEMENT. Such changes include, make changes to the general scope of this Agreement which affect the; but are not limited to: (ai) quantities, (ii) drawings, designs, or specifications of goods being specially manufactured for EAI; other specifications, (biii) packing, method of shipment shipment, or packing; (c) time or place of delivery; and (iv) the amount of property furnished by Buyer or Buyer’s Customer. b. Subject to Article 28, Excusable Delays (d) delivery schedules. If any Force Majeure), below, if such change causes changes cause an increase or decrease in the cost of, or the time required for, of performance of this AgreementAGREEMENT, the parties shall promptly negotiate in good faith an equitable adjustment may be made in the price or delivery schedule or both as mutually agreedadjustment, and the Agreement AGREEMENT shall be modified in writing accordingly provided howeveraccordingly. Except where an extension is granted in writing by Xxxxx, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any any claim by Xxxxxx for adjustment under this Article must 18 shall be deemed to be absolutely and unconditionally waived unless asserted in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by Seller of the change. Seller shall submit to Buyer in writing any claim for an adjustment under this Article 18 as soon as is reasonably possible, along with a specification of the amount claimed, including supporting cost figures. c. Seller may not make any changes to this AGREEMENT without Xxxxx’s express written consent. Xxxxx's engineering and technical personnel are not authorized to change authorization, the Products ordered under this Agreement or within such extension as EAI may grant in writingany other provision of this AGREEMENT. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets No Change Order will be made obsolete as a result binding on Buyer unless issued by an authorized representative of a change is included in SellerXxxxx's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimprocurement department. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed d. Nothing in this Article 11.17 18, including any disagreement with Xxxxx as to the equitable adjustment to be made, shall excuse Seller from proceeding with performance of this AgreementAGREEMENT as changed. e. No changes in process or qualified design, or substitutions of materials or accessories, may be made without Buyer’s prior written consent. No charges for extras will be allowed unless Xxxxx has agreed to such extras in writing and the price has been agreed upon.

Changes. a. For EAI controlled designed Products, EAI may, X. Xxxxx shall have the right at any timetime to (i) suspend all or any portion of Seller’s work, exclusively in writing signed by its authorized procurement agent, and/or (ii) make changes to within the general scope of this Agreement which Order that affect the; any one or more of the following: (a1) drawings, designs, specifications, or specifications quantities of goods being specially manufactured for EAI; and/or services to be provided hereunder; (b2) the statement of work or description of services; (3) method of shipment or packing; ; (c4) the time or place of performance, inspection, delivery, or acceptance of goods and/or services; and (5) the amount of Buyer----furnished or (d) delivery schedules. customer furnished property or facilities. B. If any such suspension or change causes an increase or decrease a change in the cost of, or and/or the time required for, performance of this AgreementOrder, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreedboth, and the Agreement this Order shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx Seller for such an adjustment under this Article must be asserted made in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by of a written order from Xxxxx’s Purchasing Representative directing such a suspension or change. C. Nothing in this clause, including any disagreement with Xxxxx as to any equitable adjustment, shall excuse Seller from proceeding with this Order as changed. Any disagreement between the parties arising out of this clause shall be resolved in accordance with the written change authorizationclause entitled “Disputes Under This Order.” D. If this Order is placed under a Government Prime Contract, the pricing of any equitable adjustment hereunder, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar daysof any other adjustment under this Order, such change is deemed to be accepted by Seller. Claims shall be in accordance with the form cost principles enunciated in Part 31 of a complete change proposal fully supported the Federal Acquisition Regulation in effect on the date of this Order. E. No constructive changes: Information, advice, approvals or instructions given by detailed Xxxxx’s technical personnel or other representatives shall be deemed expressions of personal opinion only and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of not affect Xxxxx’s and Seller’s pertinent books rights and records for the purpose of verifying Sellerobligations hereunder unless set forth in a writing which is signed by Xxxxx’s claimPurchasing Representative and which states that it constitutes an amendment or change to this Order. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, (a) Buyer may at any time, exclusively in writing signed by its authorized procurement agenta written change order, and without notice to sureties or assignees, suspend performance under an order, increase or decrease the order quantities, or make changes to in any one or more of the general scope of this Agreement which affect the; following: (ai) applicable drawings, designs, or specifications of goods being specially manufactured for EAI; and specifications; (bii) method of shipment or packing; and (ciii) place of delivery; or . (db) delivery schedules. If any such change causes an increase or decrease in the cost of, of or the time required for, for performance of this AgreementAgreement or the applicable order, an equitable adjustment may shall be made in the price or delivery schedule schedule, or both as mutually agreedboth, and this Agreement or the Agreement applicable order, or both, shall be modified in writing accordingly provided howeveraccordingly. No claim by Seller for adjustment hereunder shall be valid unless (i) accepted in writing by Buyer, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment which acceptance shall not exceed the value be unreasonably withheld, and (ii) accompanied by an estimate of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty costs within thirty (2030) calendar days after from the date of receipt by Seller of the written change authorizationorder and, or in any event, Seller must submit its final claim in writing with supporting documentation within such extension as EAI may grant in writing. If no claim is received within twenty thirty (2030) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form days following Buyer's payment of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's final invoice. Failure of Seller to timely assert such a claim shall constitute an unconditional and absolute waiver by Seller of any right to make a claim for adjustment. Changes required to comply with new or amended safety regulations shall be made at Seller's cost in accordance with a timetable to be agreed upon by Buyer and Seller so as to ensure substantially uninterrupted supply of the product. If new or amended safety regulations impose a significant cost increase on Seller, EAI Buyer agrees to re-negotiate the applicable pricing structure due to changed regulations. (c) Any changes required to address recurring design or reliability problems due to Seller's design or workmanship and noted by Buyer in a written notice to Seller shall have be undertaken at Seller's cost. Seller will also be responsible to present a plan to retroactively repair, under the terms of the "Warranty" section, all products previously delivered to Buyer to prevent failures due to Seller's design or workmanship defects, at Seller's cost. (d) To the extent that failure of Buyer to deliver or arrange delivery of die results in [*] [*] if (i) Seller notifies Buyer of its intention to [*] [*] [*] [*] [*] [*] [*] [*], then Buyer agrees to [*] [*] [*] [*] [*] [*]. (e) Buyer may verify claims hereunder and Seller shall make available to Buyer upon its reasonable request all relevant books, records, inventories, and facilities for its inspection. Subject to Buyer's right to direct use such documents, data and information to verify Seller's claims and defend its interests pursuant hereto, Buyer shall make reasonable efforts to protect the manner confidentiality of disposition of said documents, data and information, in accordance with the Confidentiality Agreement, to the extent confidential or proprietary or otherwise meriting such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimprotection. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, (A) Buyer shall have the right at any time, exclusively in writing signed by its authorized procurement agentwritten direction of Buyer’s Purchasing Representative identified as an amendment, modification, or change to this Order, to (i) suspend all or any portion of Seller’s work or (ii) to make changes to within the general scope of this Agreement which Order that affect the; any one or more of the following: (a1) the drawings, designs, specifications, or specifications quantities of goods being specially manufactured for EAI; the goods; (b2) the statement of work or description of services; (3) the method of shipment or packing; ; (c4) the time or place of performance, inspection, delivery, or acceptance of the goods or services; and (5) the amount of Buyer-furnished or customer-furnished property or facilities. (dB) delivery schedules. If any such suspension or change causes an increase or decrease a change in the cost of, or the time required for, performance of this AgreementOrder, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreedboth, and the Agreement this Order shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx Seller for such an adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar made within ten days after from the date of receipt by of a written direction from Buyer’s Purchasing Representative directing such a suspension or change. (C) Nothing in this clause, including any disagreement with Buyer as to any equitable adjustment, shall excuse Seller from proceeding with this Order as changed. Any disagreement between the parties arising out of this clause shall be resolved in accordance with the written change authorizationarticle of this Order entitled “Disputes Under This Order.” (D) If this Order is placed under a Prime Contract, the pricing of any equitable adjustment hereunder, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar daysof any other adjustment under this Order, such change is deemed to be accepted by Seller. Claims shall be in accordance with the form cost principles enunciated in Part 31 of a complete change proposal fully supported the Federal Acquisition Regulation in effect on the date of this Order. (E) No constructive changes: Information, advice, approvals, or instructions given by detailed Buyer’s technical personnel or other representatives shall be deemed expressions of personal opinion only and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of not affect Buyer’s and Seller’s pertinent books rights or obligations and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance constitute written direction of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 Buyer’s Purchasing Representative within the meaning of this Agreement“Changes” clause.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes Notwithstanding anything to the general scope contrary contained herein, in the Notes, in the Mortgage or in any other Loan Document, if, prior to or during any LIBOR Interest Period with respect to which LIBOR is in effect, any change in any law, treaty, regulation or official directive, or in the interpretation thereof, by any governmental body charged with the administration thereof, shall make it unlawful for any Lender to fund or maintain its funding in eurodollars or other dollars of this Agreement which affect the; the Advances subject to the Applicable LIBOR Rate or otherwise to give effect to such Lender's obligations as contemplated hereby, (a) drawingsAgent may by xxxxce to Borrower declare that such Lender's obligations in respect of the Applicable LIBOR Rate are xxxxxxated forthwith, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; the Applicable LIBOR Rate shall forthwith cease to be in effect, and interest shall from and after such date be calculated at the Prime Rate unless Borrower shall thereafter elect, in accordance with the terms hereof, an individual Applicable LIBOR Rate not subject to such illegality, and (c) place Borrower agrees to indemnify such Lender against any loss, cost, or expense actually incurred as provided in Section 2A.8 hereof. A certificate of delivery; or (d) delivery schedules. If such Lender giving a reasonably detailed calculation of the amount of any such change causes an increase loss, expense, penalty or decrease other charge shall be deemed conclusive in the cost ofabsence of manifest error. As noted in Section 2A.6 above, or Borrower may, in accordance with said Section, prepay the Loan at any time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment but any such prepayment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment diminish Borrower's obligations under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after Sections 2A.8, 2A.9 and 2A.10 hereof, through the date such Lender receives full payment of receipt by Seller of its Note and all sums due with respect to the written change authorizationNotes, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar daysincluding without limitation, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed any sums due under Sections 2A.8, 2A.9 and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim2A.10 hereof. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; ‌ (a) drawingsFrom time to time circumstances may arise which justify a Change. (b) No Change shall be effective unless authorized by Buyer by issuance of a Change Order pursuant to the provisions of this article 13. (c) Buyer shall, designswhen reviewing each potential Change and determining the nature and extent of any Change Order which is to be granted in accordance with the subsequent paragraphs of this Article, consider in detail the following information:‌ (i) The nature, scope and extent of the Change, including but not limited to any additions or specifications deletions from the Scope of goods being specially manufactured Work; (ii) The effect, if any, of the Change on the Project Schedule or on the Guaranteed Substantial Completion Date(s), as applicable; (iii) The effect, if any, of the Change on the amount the Purchase Price; provided, however, that in no event shall the amount of the Purchase Price be subject to change for EAIany Change that does not constitute a material change in the Scope of Work requested by Buyer; and (iv) Such other information as may reasonably be necessary for the implementation of the Change Order, including but not limited to the effect on any other provisions hereof which may be impacted by the Change. Buyer shall, in the case of an Buyer-Initiated Change or, if it elects to do so, in the case of Seller Initiated Changes, and in all events in the case of Required Changes, thereafter issue such Change Order having regard to all such circumstances as is just and equitable and in a form substantially similar to the Change Order Form attached hereto as Exhibit D-1 which shall address, to the extent required, all of the issues set out in this Section 13.1(c). (d) In the case of any request for a Change Order which is permitted to be made in accordance with this Agreement, it shall take the form of a Change Order Request (each a “Change Order Request”) which shall be delivered to Buyer in writing as soon as possible and in any event within ten (10) days after Seller becomes aware of the circumstances which it believes (or through the exercise of Best Recognized Practice should believe) necessitates a Change. In no case shall Seller be entitled to recover costs as a Change Order in connection with conditions that give rise to such Change Order arising prior the date on which Seller requests the Change Order, except to the extent that such costs are incurred reasonably and properly in order to achieve the Substantial Completion Date. Any Change Order Request shall be in a form substantially similar to the Form of Change Order Request attached hereto as Exhibit D-2 and comprising the following information: (a) the factors necessitating or the basis for the Change; (b) method of shipment or packingthe impact, if any, which the proposed Change is likely to have on the Purchase Price; (c) place of deliverythe impact, if any, which the proposed Change is likely to have on the Project Schedule (including the Guaranteed Substantial Completion Date); or (d) delivery schedules. If any other impacted provisions hereof; and (e) such change causes an increase or decrease other information which Buyer may reasonably request in the cost of, or the time required for, performance connection with such proposed Change. (e) The issuance of a Change Order shall not result in invalidation of this Agreement. (f) Except with respect to a Buyer Initiated Change, as to which the disregarded amount shall be $25,000, no circumstances will constitute grounds for a Required Change Order or a Seller Initiated Change Order unless and to the extent that (i) the costs of such Change Order, in either case, is in excess of $5,000, or (ii) the effect of such Change Order request impairs the achievement of an equitable adjustment Buyer Critical Schedule Milestone or a Seller Critical Schedule Milestone, as applicable, by more than 3 days (except in circumstances where Seller has no means of recovering such schedule impairment in which case Seller shall be entitled to a Change Order if Seller would otherwise have been so entitled). Neither party shall game or otherwise manipulate the foregoing process, by aggregating or‌ disaggregating cost and/or circumstances as the case may be (or otherwise), for the purpose of recovering or avoiding additional cost or time in accordance with the foregoing. (g) Change Orders (in each case in excess of the applicable disregarded amount) shall address the change, if any, in the amount of the Purchase Price in one of the following manners: (i) Buyer and Seller shall agree upon the amount by which the Change will impact the Purchase Price; or (ii) Buyer and Seller shall agree as to the nature and extent of the Change, but in lieu of changing the Purchase Price, Seller shall perform the activities associated with the Change on a cost-reimbursement basis, in which event no change shall be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value amount of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimPrice. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI Buyer may, at any timetime and without notice to third parties, exclusively in writing signed by its authorized procurement agentincluding sureties (if any), unilaterally make changes to within the general scope of this Agreement which affect the; Order, including, but not limited to, changes in whole or part and to any one or more of the following: (ai) shipping or packing instructions, (ii) place of delivery, (iii) any drawings, designs, or specifications, (iv) the statement of work, (v) the method or manner of performance of the work, and (vi) Buyer- furnished property, facilities, equipment, materials, or Services. Supplier shall perform any changes ordered by Buyer. Any Order terms that incorporate flexibility for variations or modifications in the ordinary course of dealing shall not be considered changes with in the meaning of this clause. b. Buyer’s engineering and technical personnel are not authorized to change the Goods or Services ordered or any provisions, drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method this Order. No change will be binding on Buyer unless issued in writing by an authorized representative of shipment or packing; (c) place of delivery; or (d) delivery schedules. Buyer’s purchasing department. c. If any such change under this clause causes an increase or decrease in the cost of, of or the time required for, performance of this Agreementfor performance, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreedboth, and the Agreement Order shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx Supplier for adjustment under this Article adjustment, must be asserted submitted in writing in the form of a complete change proposal, fully supported by factual information, to EAIBuyer’s authorized procurement agent purchasing department not later than twenty ten (2010) calendar days after the date of receipt by Seller Supplier of the written change authorizationorder, or within such extension of that fifteen-day period as EAI Buyer, in its sole discretion, may grant in writing. If writing at Supplier’s request; provided, however, that Buyer may in its discretion consider any such claim regardless of when asserted, except that no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims for equitable adjustment hereunder shall be in allowed if it is asserted after final payment of this Order. d. If the form cost of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be property or material made obsolete or excess as a result of a change is included in Seller's Supplier’s claim for adjustment, EAI Buyer shall have the right to direct prescribe the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimproperty or material. b. Any Seller proposed design changes e. Notwithstanding any pending claims for adjustment submitted by Supplier, Supplier shall diligently proceed with the performance of this Order, as directed by Buyer, and nothing herein shall be submitted construed as relieving Supplier of its obligations to EAI through perform, including without limitation the authorized Procurement Agent in failure of the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response parties to Seller within twenty (20) calendar daysagree upon Supplier’s entitlement to, howeveror the amount or nature of, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject any such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreementadjustment.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; ‌ (a) drawingsFrom time to time circumstances may arise which justify a Change. (b) No Change shall be effective unless authorized by Buyer by issuance of a Change Order pursuant to the provisions of this article 13. (c) Buyer shall, designswhen reviewing each potential Change and determining the nature and extent of any Change Order which is to be granted in accordance with the subsequent paragraphs of this Article, consider in detail the following information:‌ (i) The nature, scope and extent of the Change, including but not limited to any additions or specifications deletions from the Scope of goods being specially manufactured Work; (ii) The effect, if any, of the Change on the Project Schedule or on the Guaranteed Substantial Completion Date(s), as applicable; (iii) The effect, if any, of the Change on the amount the Purchase Price; provided, however, that in no event shall the amount of the Purchase Price be subject to change for EAIany Change that does not constitute a material change in the Scope of Work requested by Buyer; and (iv) Such other information as may reasonably be necessary for the implementation of the Change Order, including but not limited to the effect on any other provisions hereof which may be impacted by the Change. (d) In the case of any request for a Change Order which is permitted to be made in accordance with this Agreement, it shall take the form of a Change Order Request (each a “Change Order Request”) which shall be delivered to Buyer in writing as soon as possible and in any event within ten (10) days after Seller becomes aware of the circumstances which it believes (or through the exercise of Best Recognized Practice should believe) necessitates a Change. In no case shall Seller be entitled to recover costs as a Change Order in connection with conditions that give rise to such Change Order arising prior the date on which Seller requests the Change Order, except to the extent that such costs are incurred reasonably and properly in order to achieve the Substantial Completion Date. Any Change Order Request shall be in a form substantially similar to the Form of Change Order Request attached hereto as Exhibit D-2 and comprising the following information: (a) the factors necessitating or the basis for the Change; (b) method of shipment or packingthe impact, if any, which the proposed Change is likely to have on the Purchase Price; (c) place of deliverythe impact, if any, which the proposed Change is likely to have on the Project Schedule (including the Guaranteed Substantial Completion Date); or (d) delivery schedules. If any other impacted provisions hereof; and (e) such change causes an increase or decrease other information which Buyer may reasonably request in the cost of, or the time required for, performance connection with such proposed Change. (e) The issuance of a Change Order shall not result in invalidation of this Agreement. (f) Except with respect to a Buyer Initiated Change, as to which the disregarded amount shall be $25,000, no circumstances will constitute grounds for a Required Change Order or a Seller Initiated Change Order unless and to the extent that (i) the costs of such Change Order, in either case, is in excess of $5,000, or (ii) the effect of such Change Order request impairs the achievement of an equitable adjustment Buyer Critical Schedule Milestone or a Seller Critical Schedule Milestone, as applicable, by more than 3 days (except in circumstances where Seller has no means of recovering such schedule impairment in which case Seller shall be entitled to a Change Order if Seller would otherwise have been so entitled). Neither party shall game or otherwise manipulate the foregoing process, by aggregating or disaggregating cost and/or circumstances as the case may be (or otherwise), for the purpose of recovering or avoiding additional cost or time in accordance with the foregoing.‌ (g) Change Orders (in each case in excess of the applicable disregarded amount) shall address the change, if any, in the amount of the Purchase Price in one of the following manners: (i) Buyer and Seller shall agree upon the amount by which the Change will impact the Purchase Price; or (ii) Buyer and Seller shall agree as to the nature and extent of the Change, but in lieu of changing the Purchase Price, Seller shall perform the activities associated with the Change on a cost-reimbursement basis, in which event no change shall be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value amount of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimPrice. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, X. Xxxxx shall have the right at any timetime to (i) suspend all or any portion of Seller’s work, exclusively in writing signed by its authorized procurement agent, and/or (ii) make changes to within the general scope of this Agreement which Order that affect the; any one or more of the following: (a1) drawings, designs, specifications, or specifications quantities of goods being specially manufactured for EAI; and/or services to be provided hereunder; (b2) the statement of work or description of services; (3) method of shipment or packing; ; (c4) the time or place of performance, inspection, delivery, or acceptance of goods and/or services; and (5) the amount of Buyer-­‐‑furnished or (d) delivery schedules. customer-­‐‑furnished property or facilities. B. If any such suspension or change causes an increase or decrease a change in the cost of, or and/or the time required for, performance of this AgreementOrder, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreedboth, and the Agreement this Order shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx Seller for such an adjustment under this Article must be asserted made in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by of a written order from Xxxxx’s Purchasing Representative directing such a suspension or change. C. Nothing in this clause, including any disagreement with Xxxxx as to any equitable adjustment, shall excuse Seller from proceeding with this Order as changed. Any disagreement between the parties arising out of this clause shall be resolved in accordance with the written change authorizationclause entitled “Disputes Under This Order.” D. If this Order is placed under a Government Prime Contract, the pricing of any equitable adjustment hereunder, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar daysof any other adjustment under this Order, such change is deemed to be accepted by Seller. Claims shall be in accordance with the form cost principles enunciated in Part 31 of a complete change proposal fully supported the Federal Acquisition Regulation in effect on the date of this Order. E. No constructive changes: Information, advice, approvals or instructions given by detailed Xxxxx’s technical personnel or other representatives shall be deemed expressions of personal opinion only and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of not affect Xxxxx’s and Seller’s pertinent books rights and records for the purpose of verifying Sellerobligations hereunder unless set forth in a writing which is signed by Xxxxx’s claimPurchasing Representative and which states that it constitutes an amendment or change to this Order. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, at shall have the right at: any time, exclusively in writing signed by its authorized procurement agentformal purchase order amendment, to unilaterally make changes to within the general scope of this Agreement which affect the; order in any one or more of the following: (a) drawingsngs, designs, or specifications of goods being specially manufactured for EAIspecifications; (b) method of shipment or packingpackaging; (c) place of delivery; or (d) quantities of articles ordered; (e) the delivery schedules. If any such change causes an increase or decrease schedule; and nothing in this clause shall e the Seller from proceeding without delay in the cost of, or the time required for, diligent pursuit of performance of this Agreementorder as changed. Notice is herewith given and Xxxxxx agrees that BCM’s employees have no rity to direct any change, except by formal purchase order amendment signed by an equitable adjustment may authorized agent of BCM. BCM is not required to honor any claim for adjustment, predicated the contention that a change was directed by any other means. If the price, terms, shipping date or any other expressed condition of the Purchase Order cannot be made in achieved or met by , BCM must be notified and must have the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified opportunity to accept in writing accordingly provided howeverany variation prior to shipment or delivery. is of the essence for this Purchase Order. BCM may for any reason and at any time, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable at its option cancel, terminate or suspend this order in whole or in part, part in the equitable adjustment shall not exceed the value event of a breach of aterial condition of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAISeller’s authorized procurement agent performance hereunder that is not later than twenty (20) cured within ten calendar days after receipt of such notice or longer period as may be authorized in writing by . To the extent the Purchase Order covers stock Goods, BCM’s only obligation is to pay for Accepted products prior to such cancellation. To the extent the Purchase Order covers s manufactured or fabricated to BCM’s specifications, Seller shall immediately cease all performance hereunder upon receipt of notice of cancellation, and, if Seller is not in default, shall reimburse Seller for actual, direct cost to Seller of such Goods which have, at the time of such cancellation, been wholly or partially manufactured. Upon payment, title to all Goods shall pass to BCM. Unless BCM shall have otherwise instructed Seller, Xxxxxx agrees that it will not manufacture Goods in reserve in an amount greater than the number of factured Goods that it has shipped to BCM at any one time. In addition, BCM may at any time cancel or suspend this order, or any part thereof, by serving written notice upon Seller, ying the extent and effective date of receipt by such cancellation, termination, or suspension. To the extent this order is not cancelled, terminated or suspended under the provisions of this e, the Seller shall continue performance. BCM's acceptance of performance, other than that specifically called for herein, with or without objection or reservation, shall not waive the to claim damage for such breach nor constitute a waiver of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed requirement for timely performance of any obligation remaining to be accepted performed by Seller. Claims shall be in the form Failure of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right BCM to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there enforce ght under this clause shall not be deemed acceptance a waiver of ECRs any subsequent right hereunder. BCM's rights and remedies reserved under this clause shall not be exclusive, and are in addition y other rights or remedies provided for by EAIlaw or under this order. EAI may accept Without affecting or otherwise limiting BCM's right to cancel, terminate, suspend or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 set forth above, BCM t any time terminate all or any part of this Agreementorder with no fees or penalties.

Changes. a. For EAI controlled designed Products, EAI mayBuyer, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct make changes to the manner Order including without limitation changes to the quantities, specifications, method of disposition shipment, packing, and place of delivery or delivery schedule. Seller shall notify Buyer in writing within 10 days if any change affects price or delivery so that parties can negotiate an equitable adjustment. All changes must be acknowledged in writing and signed by an authorized representative of Buyer. If Seller considers that the conduct of any of Buyer's employees has constituted a change hereunder, Seller shall immediately notify Buyer’s authorized representative in writing as to the nature of the change and its effect on Seller's performance including delivery schedule and the amount to be paid to Seller. Pending written direction from the Buyer, or after negotiation of any adjustments, Seller shall take no action to implement such assetschange. EAI Buyer shall have the right to examine any no liability hereunder for cost of obsolescence, scrap, rework of materials and parts which Seller has released for manufacture in advance of Seller’s pertinent books and records for the purpose of verifying Sellernormal manufacturing process without Buyer’s claim. b. Any Seller proposed design changes prior written consent. No departure shall be submitted made from Buyer’s specifications, and Seller shall notify Buyer in writing of any and all: (a) changes to EAI through the authorized Procurement Agent goods and/or services, their specifications, composition, and/or sources of supply; (b) process changes; (c) plant and/or equipment/tooling changes or moves; (d) transfer of any work hereunder to another site; and/or (e) sub supplier changes, and no such change shall occur until Buyer has had the opportunity to conduct such audits, surveys and/or testing necessary to determine the impact of such change on the goods and/or services and has approved such change in writing. Seller shall be responsible for obtaining, completing and submitting proper documentation regarding any and all changes via the form of an EAI engineering Supplier Deviation Request (SDR) form, and including complying with any written change request (herein “ECR”)procedures issued by Buyer. EAI may provide an initial response Buyer reserves sole right to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs changes. Failure to do so could result in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 penalties and/or termination of this Agreementthe Order by Buyer for default.

Changes. a. For EAI controlled designed ProductsCOGNIGO may, EAI mayprior to acceptance or deemed acceptance of a purchase order by Seller, at any time, exclusively in writing signed time by its authorized procurement agent, a written change order make changes to in the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance and terms of this Agreement; reschedule any delivery or cancel any purchase order. COGNIGO shall not be subject to any charges, an equitable adjustment may be made liability or other fees as a result of such changing; rescheduling or cancelling of a purchase order. COGNIGO may, after acceptance or deemed acceptance of a purchase order by Seller but prior to the scheduled shipment date of Goods or agreed date of commencement of Services , at any time by a written change order request changes or modifications to the Agreement. If Seller considers that the requested changes or modifications affect the agreed upon price and/or scheduled shipment date of Goods or date of commencement of Services, it shall notify COGNIGO in writing as soon as reasonably possible but no later than five (5) days after notification of the requested changes or modifications. Implementation of COGNIGO’s requested changes or modifications without such notice automatically means that the price or delivery schedule or both as mutually agreed, and the scheduled shipment date of Goods and/or date of commencement of Services remain unchanged. If XXXXXXX considers the Seller’s request for change of price and/or date of shipment of Goods or commencement of Services to be unreasonable in relation to the proposed changes or modifications, COGNIGO shall have the right to terminate the Agreement in writing and COGNIGO shall not be subject to any charges, liability or other fees as a result of such termination. Nothing herein shall excuse Seller from proceeding with the Agreement as changed. This Agreement shall not be modified in writing accordingly provided howeverdeemed or construed to be modified, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable amended, rescinded, cancelled or waived in whole or in part, except by written change order signed by a COGNIGO authorized purchasing representative. After XXXXXXX's approval or acceptance of the equitable adjustment initial qualification prototypes of the Goods, Seller shall not exceed make any changes in the value design, material or processes that may affect the form, fit, function, interchangeability, quality or reliability of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the Goods without COGNIGO's prior written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimconsent. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed ProductsExcept as otherwise provided herein, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope terms and provisions of this Agreement which affect the; (a) drawings, designsmay not be modified or amended, or specifications any of goods being specially manufactured for EAI; the provisions hereof waived, temporarily or permanently, or terminated, except pursuant to the written consent of the Corporation and the holders of a majority of the shares of the Preferred Shares, voting together as a single class, on an as-converted basis, provided, however, that (bi) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase modification, amendment, waiver or decrease termination which materially and adversely affects one or more holders of any series of Preferred Stock (the "Affected Holders") in a manner different than other holders of such series of the cost ofPreferred Stock shall require the written consent of each such Affected Holder, and (ii) any such modification, amendment, waiver or termination shall require the written consent of any Canadian Investor if, but only if, such modification, amendment, waiver or termination materially and adversely affects any Canadian Investor in a manner that is different than the manner in which such modification, amendment, waiver or termination materially and adversely affects the holders of Series C Preferred Stock. In addition and notwithstanding anything to the contrary set forth in this Agreement (including, without limitation, this Section 14), (1) SCHEDULE 6 attached hereto shall be automatically amended from time required forto time to include any and all holders of Series C-2 Preferred Stock that have executed and delivered Letters of Transmittal pursuant to, performance and in accordance with, the provisions of this the Merger Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement Corporation shall update and restate SCHEDULE 6 attached hereto from time to time in order to reflect each automatic amendment of SCHEDULE 6 pursuant to this clause (1), (2) SCHEDULE 7 attached hereto shall be modified automatically amended from time to time to include those holders of shares of Series C-1 Preferred Stock who acquired such shares of Series C-1 Preferred Stock pursuant to the Put and Support Agreement, and the Corporation shall update and restate SCHEDULE 7 attached hereto from time to time in writing accordingly provided howeverorder to reflect each automatic amendment of SCHEDULE 7 pursuant to this clause (2), (3) SCHEDULE 8 attached hereto shall be automatically amended from time to time to delete any Canadian Investor that no longer holds any shares of preferred stock of ABI Canada, and the Corporation shall update and restate SCHEDULE 8 attached hereto from time to time in order to reflect each automatic amendment of SCHEDULE 8 pursuant to this clause (3), and (4) SCHEDULES 1, 2, 3, 4, 5, 6, 7 and 8 attached hereto shall be automatically amended to include the successors and permitted assigns of the then-current Original Stockholders, Preferred Stockholders and Canadian Investors, as the case may be, and the Corporation shall update and restate any of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in partSCHEDULES 1, the equitable adjustment shall not exceed the value 2, 3, 4, 5, 6, 7 and 8 attached hereto to reflect each automatic amendment of the open Purchase Order(sany of such SCHEDULES pursuant to this clause (4). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively in writing signed by its authorized procurement agentwritten notice from their Buyer Procurement Representative, make changes to within the general scope of this Agreement which affect the; Contract in any one or more of the following: (ai) drawings, designs, or specifications of goods being specially manufactured for EAIspecifications; (bii) method of shipment shipping or packing; (ciii) place of inspection, acceptance, or point of delivery; or and (div) delivery schedulesschedule. If any Only the Buyer’s Procurement Representative has authority on behalf of Buyer to make changes to this Contract. All amendments must be identified as such change causes an increase or decrease in writing and executed by the cost ofParties. Specifically, changes which affect the price, schedule, statement of work or the terms and conditions shall be made only with written authorization from Xxxxx’s Procurement Representative. No changes to this Contract shall be binding upon Buyer unless incorporated in a written modification signed by Xxxxx's Procurement Representative. Xxxxx engineering and technical personnel may from time required for, performance to time render assistance or give technical advice or discuss or effect an exchange of information with Xxxxxx’s personnel concerning the Work hereunder. No such action shall be deemed to be a change under the “Changes” clause of this Agreement, Contract and shall not be the basis for equitable adjustment. Seller must assert its right to an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received clause within twenty (20) calendar daysdays from the date of receipt of the written change order from Buyer. This assertion must include the amount of the equitable adjustment and the basis for the equitable adjustment. Equitable adjustment assertions based on changes to federal, such change is deemed state, or local laws, rules, and regulations will only be approved if Buyer’s customer approves them. Failure by the Seller to be accepted assert claims related to this paragraph in a timely manner or denial by SellerXxxxx’s customer to grant the equitable adjustment relieves Buyer of all liability for these assertions and any proposed equitable adjustment. Claims Failure to agree to any adjustment shall be resolved in accordance with the “Disputes” clause of this Contract. However, nothing contained in this “Changes” clause shall excuse Seller from proceeding without delay in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 performance of this AgreementContract as changed.

Changes. a. For EAI controlled designed Products, EAI may, (a) Buyer's Authorized Purchasing Representative may at any time, exclusively in writing signed by its authorized procurement agentwritten order, without notice to any surety, make changes to or additions within the general scope of this Agreement which affect the; purchase order in any one or more of the following: (a1) drawings, designs, statement of work or specifications of goods being specially manufactured for EAIspecifications, or other technical documents; (b2) method of shipment or packing; (c3) time and place of deliveryinspection, delivery or acceptance; or (d4) quantities, where reasonable; (5) delivery schedules. , where reasonable, and; (6) the amount of Buyer/Government-furnished property. (b) If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any work under this Agreementpurchase order, whether changed or not changed by any such written order, Seller shall notify Buyer in writing immediately and an appropriate equitable adjustment may will be made in (1) the price estimated cost or delivery schedule time of performance, or both both, (2) the amount of any fee to be paid to Seller, and/or (3) such other provisions as mutually agreedmay be affected, and the Agreement shall be modified in writing accordingly provided however, that in the case by written modification of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)this purchase order. Any claim by Xxxxxx Seller for such adjustment under this Article must be asserted within fifteen (15) days, or such other period as may be agreed on in writing to EAIby the parties, after Xxxxxx’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writingnotice of the change. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets Seller will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent make available its books and records for Buyer’s examination to allow Buyer, its authorized representatives, and its customer, including the purpose of verifying U.S. Government, to verify any claim for adjustment by Seller’s claim. b. Any Seller proposed design changes shall be submitted . If Xxxxx and Xxxxxx are unable to EAI through the authorized Procurement Agent agree upon an equitable adjustment in the form event of an EAI engineering any change request (herein directed by Xxxxx, the matter will be resolved in accordance with the “ECR”)Disputes” provision set forth in these terms and conditions. EAI may provide an initial response to Pending resolution of any such adjustment, Seller within twenty (20) calendar days, however, there shall not be deemed acceptance will diligently pursue the performance of ECRs the order as changed. Seller hereby acknowledges any such direction provided by EAI. EAI may accept or reject anyone other than Xxxxx’s Authorized Purchasing Representative is of no force and effect and Seller accepts all risks of accepting and/or otherwise proceeding with such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreementunauthorized direction.

Changes. a. For EAI controlled designed Products, EAI may, Buyer may at any time, exclusively by written notice, stop work or make other changes in writing signed by its authorized procurement agentSeller’s Products to be provided under this AGREEMENT. Such changes include, make changes to the general scope of this Agreement which affect the; but are not limited to: (ai) quantities, (ii) drawings, designs, or specifications of goods being specially manufactured for EAI; other specifications, (biii) packing, method of shipment shipment, or packing; (c) time or place of delivery; and (iv) the amount of property furnished by the Buyer or the Buyer’s Customer. b. Subject to Article 27, Excusable Delays (d) delivery schedules. If any Force Majeure), below, if such change causes changes cause an increase or decrease in the cost of, or the time required for, of performance of this AgreementAGREEMENT, the parties shall promptly negotiate in good faith an equitable adjustment may be made in the price or delivery schedule or both as mutually agreedadjustment, and the Agreement AGREEMENT shall be modified in writing accordingly provided howeveraccordingly. Except where an extension is granted in writing by Buyer, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any any claim by Xxxxxx for adjustment under this Article must 18 shall be deemed to be absolutely and unconditionally waived unless asserted in writing to EAI’s authorized procurement agent not later than within twenty (20) calendar days after from the date of receipt by Seller of the change. Seller shall submit to Buyer in writing any claim for an adjustment under this Article 18 as soon as is reasonably possible, along with a specification of the amount claimed with supporting cost figures. c. Seller may not make any changes to this AGREEMENT without Buyer’s express written consent. Buyer's engineering and technical personnel are not authorized to change authorization, the Products ordered under this Agreement or within such extension as EAI may grant in writingany other provision of this AGREEMENT. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets No Change Order will be made obsolete as a result binding on Buyer unless issued by an authorized representative of a change is included in SellerBuyer's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimprocurement department. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed d. Nothing in this Article 11.17 18, including any disagreement with Buyer as to the equitable adjustment to be made, shall excuse Seller from proceeding with performance of this AgreementAGREEMENT as changed. e. No changes in process or qualified design, or substitutions of materials or accessories may be made without Buyer’s prior written consent. No charges for extras will be allowed unless Buyer has agreed to such extras in writing and the price agreed upon.

Changes. a. For EAI controlled designed Products, EAI may, (a) The GENERAL MICRO SYSTEMS Procurement Representative may at any time, exclusively in writing signed by its authorized procurement agentwritten notice, and without notice to sureties or assignees, make changes to within the general scope of this Agreement which affect the; Contract in any one or more of the following: (ai) drawings, designs, or specifications of goods being specially manufactured for EAIspecifications; (bii) method of shipment shipping or packing; (ciii) place of inspection, acceptance, or point of delivery; or and (div) delivery schedules. schedule. (b) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of this AgreementContract, GENERAL MICRO SYSTEMS shall make an equitable adjustment may be made in the Contract price or and/or delivery schedule, and modify this Contract accordingly. Changes to the delivery schedule or both as mutually agreed, and the Agreement shall will be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the subject to a price adjustment only. (c) SELLER must assert its right to an equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty clause within thirty (2030) calendar days after from the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writingorder from GENERAL MICRO SYSTEMS. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form SELLER's proposed equitable adjustment includes the cost of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be property made obsolete as a result of a change is included in Seller's claim for adjustmentor excess by the change, EAI GENERAL MICRO SYSTEMS shall have the right to direct prescribe the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimproperty. b. Any Seller proposed design changes (d) Failure to agree to any adjustment shall be submitted to EAI through resolved in accordance with the authorized Procurement Agent "Disputes" clause of this Contract. However, nothing contained in this "Changes" clause shall excuse SELLER from proceeding without delay in the form performance of an EAI engineering this Contract as changed. (e) No Changes Without Approval - Items furnished under this Purchase Order shall be identical in form, fit and function to a product previously approved by GENERAL MICRO SYSTEMS. The SELLER shall notify the responsible GENERAL MICRO SYSTEMS Procurement Representative of any proposed changes to products, including changes in design, fabrication and test methods or processes, materials and changes which may affect form, fit and/or function. The Seller shall obtain GENERAL MICRO SYSTEMS’ approval of all changes prior to fulfilling a GENERAL MICRO SYSTEMS purchase order. All communication, technical guidance and instructions having contractual impact shall be accomplished directly between the SELLER and GENERAL MICRO SYSTEMS’ Authorized Representative. No contract or specification deviations shall be made without the written authorization of the GENERAL MICRO SYSTEMS’ Authorized Representative. No changes in materials, processes, procedures, design interfaces or software which affects the form, fit, function, safety, weight, maintainability, service life, reliability, replaceability, or interchangeability of the items to be delivered to GENERAL MICRO SYSTEMS shall be made without prior written approval/acknowledgement from GENERAL MICRO SYSTEMS’ Authorized Representative. Prior to implementing such a change request the SELLER shall notify GENERAL MICRO SYSTEMS of the impending change. Listed below are examples (herein “ECR”)not all inclusive) of events which the supplier shall evaluate for product impacts as defined above: Plant Relocation, New Equipment, Material Change, Name/Cage Code Change, Equipment Relocation, Process Change, Design Change, Drawing conflict, Sub-Tier Supplier Changes. EAI may provide an initial response It is the SELLER’s responsibility to Seller within twenty (20) calendar days, however, there fully comply with all the instructions listed on the GENERAL MICRO SYSTEMS Purchase Order. Lack of written approval shall not be deemed acceptance relieve the SELLER of ECRs by EAIthe responsibility to fully comply with all of the requirements of the purchase order. EAI may accept or reject such ECRs The SELLER shall not receive compensation in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreementany form from GENERAL MICRO SYSTEMS for unauthorized activity.

Changes. a. For EAI controlled designed Products, EAI A. Buyer may, at any time, exclusively in writing signed by its authorized procurement agenta written change order, without notice to any sureties, make changes to in any one or more of the general scope of this Agreement which affect the; following: (ai) drawings, designs, or specifications of goods being specifications, where the Items to be furnished are to be specially manufactured for EAIthe Buyer in accordance therewith; (bii) method of shipment or packing; (ciii) place or time of inspection, delivery, or acceptance; (iv) the quantity and/or type of services ordered; (v) the work or service schedules; or (dvi) delivery schedulesthe amount of any Buyer furnished property. If any such change causes an increase or decrease in the cost of, of or the time required for, for performance of this Agreementorder, whether or not changed by the order, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreed, and the Agreement this order shall be modified accordingly. No claim by Seller for adjustment hereunder shall be allowed unless made in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar a specified amount within 20 days after f rom the date notice of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, any such change is deemed to be accepted received by Seller. Claims If Seller considers that the conduct, statement or direction of any of Buyer’s employees constitutes a change hereunder, Seller shall notify Buyer’s authorized representative and take no action on the perceived change pending written approval of Buyer’s authorized representative. Only Buyer’s authorized representative has authority to approve a change. Any change made by Seller without such written approval shall be deemed voluntary by Seller and not compensable in the form cost of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete or time required for performanc e. Nothing in this Section shall excuse Seller from proceeding with performance of this order as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimchanged. b. Any B. Notwithstanding the above or any other provision of this order, Seller proposed design hereby agrees that any changes shall be submitted that are made to EAI through meet the authorized Procurement Agent in the form specified performance requirements of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there this order shall not be deemed acceptance of ECRs by EAI. EAI may accept entitle Seller to any adjustment in either price or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreementdelivery.

Changes. a. For EAI controlled designed Products, EAI The Procurement Officer unilaterally may, at any time, exclusively in writing signed without notice to the sureties, if any, by its authorized procurement agentwritten order designated or indicated to be an order, make changes to any change in the work within the general scope of this Agreement which affect thethe contract, including but not limited to changes: In the specifications (including drawings and designs); (a) drawingsIn the method or manner of performance of the work; In the State-furnished facilities, designsequipment, materials, services, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of deliverysite; or (d) delivery schedulesDirecting acceleration in performance or delivery. If Any other written order or an oral order, including a direction, instruction, interpretation, or determination from the Procurement Officer that causes or constitutes any such change shall be treated as a change order under this clause provided that the Contractor gives the Procurement Officer written notice stating the date, circumstances, and source of the order and that the Contractor regards the order as a change order. Except as herein provided, no order, statement, or conduct of the Procurement Officer shall be treated as a change under this clause or entitle the Contractor to an equitable adjustment hereunder. Subject to paragraph (6) of this subsection, if any change under this clause causes an increase or decrease in the Contractor’s cost of, or the time required for, the performance of this Agreementany part of the work under the contract, whether or not changed by an order, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be contract modified in writing accordingly accordingly; provided, however, that except for claims based on defective specifications, no claim for any order under (2) above shall be allowed for any costs incurred more than twenty (20) days before the Contractor gives written notice as therein required; and provided howeverfurther, that in the case of Product design changes that shall render defective specifications for which the Product on open Purchase Orders unusable in whole or in partState is responsible, the equitable adjustment shall not exceed include any increased cost reasonably incurred by the value of Contractor in attempting to comply with such defective specifications. If the open Purchase Order(s). Any Contractor intends to assert a claim by Xxxxxx for an equitable adjustment under this Article must be asserted section, he shall do so in writing accordance with and subject to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller disputes procedures of the contract. Each contract modification or change order that affects contract price shall be subject to the prior written approval of the Procurement Officer and other appropriate authorities and to prior certification of the appropriate fiscal authority of fund availability and the effect of the modification or change authorizationorder on the contract budget or total cost. If, according to the certification of the fiscal authority, the contract modification or change order will cause an increase in cost that will exceed budgeted and available funds, the modification or change order may not be made unless sufficient additional funds are made available or the scope of the contract is adjusted to permit its completion within the project budget. No claim by the Contractor for an equitable adjustment hereunder shall be allowed if asserted after final payment is made under this Contract. As used in this section, “work” means any and all commodities, goods, materials, labor, services, manner or time of delivery or performance, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed other elements of performance required to be accepted furnished or supplied by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimContractor under this Contract. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, ‌ X. Xxxxx’s PCO may at any time, exclusively in writing signed by its authorized procurement agentwritten order, and without notice to sureties or assignees, if any, make changes to within the general scope of this Agreement which affect the; Order in (a1) drawings, designs, or specifications statement of goods being specially manufactured for EAIwork, specifications, planning and /or other technical documents; (b2) method of shipment shipment, packaging, or packing; (c3) time and place of inspection, delivery or acceptance; (4) reasonable adjustments in quantities and/or delivery schedules; (5) place of deliveryperformance of the Service; or (d6) delivery schedules. the amount of Buyer/Government furnished property; and (7) terms and conditions required to meet Buyer’s obligations under its Prime Contracts, including, but not limited to, any mandatory flow-down clauses. B. If any such authorized change causes an increase or decrease in the cost of, or the time required forto perform this Order, performance of this Agreement, Buyer and Seller shall negotiate an equitable adjustment may be made in the price and/or schedule, to reflect the increase or delivery schedule or both as mutually agreed, and the Agreement decrease. Buyer shall be modified modify this Order in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. 1. Any claim by Xxxxxx for adjustment under this Article must shall be unconditionally waived unless: (i) asserted in writing and delivered to EAI’s authorized procurement agent not later than twenty Buyer within fifteen (2015) calendar days after of the date of receipt by Seller of the written change authorization, or order and (ii) a fully supported proposal is delivered to Buyer’s PCO within such extension as EAI may grant in writingthirty (30) days of the date of the written change order. 2. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in Seller claims the form cost of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be any Product made obsolete as a result of a change is included in Seller's claim for adjustmentor excess, EAI Buyer shall have the right to direct prescribe the manner of disposition of such assetsthe Product to include the right to acquire that Product for cost claimed. 3. EAI shall Buyer, its authorized representatives, and its customer have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. However, at Seller’s request, in lieu of Buyer, a mutually agreeable third party can examine books and records to verify Xxxxxx’s claim. b. Any Seller proposed design changes shall be submitted to EAI through C. Notwithstanding any other provisions of this clause, the authorized Procurement Agent in estimated cost of this Order and, if this Order is incrementally funded, the form funds allotted for the performance of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar daysthis Order, however, there shall not be deemed acceptance increased or considered to be increased except by specific written modification of ECRs by EAIthis Order indicating the new Order estimated or target cost and, if this Order is incrementally funded, the new amount allotted to this Order. EAI Until this modification is made, Seller shall not be obligated to continue performance or incur costs beyond the point established in the “Limitation of Cost” or “Limitation of Funds” clauses in this Order. X. Xxxxx’s engineering, technical personnel and other representatives may accept from time to time render assistance or reject give technical advice or discuss issues or engage in an exchange of information with Seller’s personnel concerning the Products or Services hereunder. No such ECRs in its sole discretion. Any cost savings attributed to ECRs action shall be allocated as detailed in deemed to be a change, nor shall it be the basis for an equitable adjustment, and no such action shall relieve Seller of its obligations under this Article 11.17 of this AgreementOrder.

Changes. a. For EAI controlled designed Products, EAI L3Harris may, at any time, exclusively by written notice or Order: 1) Make changes in writing signed by its authorized procurement agent, make changes to the general scope shipping and packing instructions; 2) Increase or decrease the quantity of this Agreement which affect the; (awork or services ordered; 3) Change the drawings, designs, statement of work or specifications of goods being specially manufactured for EAI; (bspecifications; 4) method of shipment or packing; (c) Change the place of inspection, delivery; , or (dacceptance; 5) delivery Change the amount of Government or L3Harris furnished property; 6) Change work or service schedules. . b. If any such change causes an increase or decrease a variation in the cost of, of performance or the time required for, performance of this Agreementfor performance, an equitable adjustment may shall be made in the this Purchase Order price or and/or delivery schedule or both as mutually agreed, and the Agreement this Purchase Order shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx for adjustment under this Article clause must be asserted in writing to EAI’s authorized procurement agent not later than twenty within twenty-five (2025) calendar days after from the date the change is ordered. However, if L3Harris decides the facts justify such action, it may receive and act upon any such claim asserted at any time prior to final payment under this Purchase Order. Pending such adjustment, Seller shall proceed in accordance with such change notice or Order. Failure to agree to any adjustment shall be a dispute concerning a question of receipt by Seller fact within the meaning of the written clause of this Contract entitled “Disputes.” However nothing in this clause shall excuse the Seller from proceding with the Purchase Order as changed. c. L3Harris engineering and technical personnel may assist or give technical advice in an exchange of information with Seller’s personnel concerning the work to be furnished under this Purchase Order. Such exchange of information or advice shall not authorize the Seller to change authorizationany of the terms, conditions, or within the provisions of this Purchase Order, nor shall such extension assistance or technical advice operate as EAI may grant a waiver or relinquishment of any rights reserved to L3Harris hereunder or at law. Except as otherwise provided in writing. If this Purchase Order, no claim is received within twenty (20) calendar days, changes shall be made unless such change is deemed to be accepted authorized in writing by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimL3Harris. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed No Change shall be effective unless authorized by its authorized procurement agent, make changes PacifiCorp by issuance of a Change Order pursuant to the general scope provisions of this Agreement article 13. PacifiCorp shall, when reviewing each potential Change and determining the nature and extent of any Change Order which affect the; (a) drawings, designs, is requested or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease required in the cost of, or the time required for, performance of connection with this Agreement, an equitable adjustment consider the following information: The nature, scope and extent of the Change, including any additions or deletions from the Scope of Work; The effect, if any, of the Change on the Project Schedule, including the Guaranteed Substantial Completion Date; The effect, if any, of the Change on the Contract Price; and Such other information as may reasonably be necessary for the implementation of the Change Order, including the effect on any other provisions hereof which may be made in impacted by the price or delivery schedule or both as mutually agreedChange. PacifiCorp shall, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that a PacifiCorp-Initiated Change or Required Change and may, if it elects to do so, in the case of a Developer-Initiated Change, issue such Change Order having regard to all such circumstances as is just and equitable and in a form substantially similar to the form of Change Order attached hereto as Exhibit D-1 which shall render address, to the Product on open Purchase Orders unusable in whole or in partextent required, the equitable adjustment shall not exceed the value all of the open Purchase Order(sissues set out in this Section 13.1(b). Any claim by Xxxxxx Developer shall make any request for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim a Change Order which is received within twenty (20) calendar days, such change is deemed permitted to be accepted by Seller. Claims shall be made in accordance with Section 13.2 in the form of a complete change proposal fully supported by detailed Change Order Request which shall be delivered to PacifiCorp in writing as soon as possible and factual in any event within ten (10) days after Developer becomes aware of the facts or circumstances giving rise to a Change which it reasonably believes necessitates a Change Order. In no case shall Developer be entitled to recover costs in a Change Order that arise prior to the date of the Change Order Request. Any Change Order Request shall be substantially and in all material respects in the form attached hereto as Exhibit D-2 and include the following information: (i) the facts or circumstances giving rise to the Change; (ii) the impact, if any, which the proposed Change is likely to have on the Contract Price, the Project Schedule, including the Guaranteed Substantial Completion Date, and any other provisions hereof; and (iii) such other information which PacifiCorp may reasonably request in connection with such proposed Change. Where inventory assets will be made obsolete as a result The issuance of a change is included Change Order shall not result in Seller's claim invalidation of this Agreement. Notwithstanding any provision to the contrary in this Agreement, no facts or circumstances will constitute grounds for adjustment, EAI shall have a Change Order unless and only to the right to direct extent that (i) the manner of disposition costs of such assetsChange Order is in excess of Twenty-Five Thousand Dollars ($25,000), or (ii) the applicable Change delays the achievement of a Critical Milestone by its corresponding Critical Milestone Completion Date by more than five (5) days. EAI Neither Party shall have manipulate the right to examine any of Seller’s pertinent books and records foregoing process, by aggregating or disaggregating cost or facts or circumstances, as the case may be, for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes recovering or avoiding additional cost or time in accordance with the foregoing. Change Orders shall address the change, if any, in the amount of the Contract Price in one of the following manners: PacifiCorp and Developer shall agree upon the amount by which the Change will impact the Contract Price; or PacifiCorp and Developer shall agree as to the nature and extent of the Change, but in lieu of changing the Contract Price, Developer shall perform the activities associated with the Change on a cost-reimbursement basis, in which event no change shall be submitted to EAI through the authorized Procurement Agent made in the form amount of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there the Contract Price and PacifiCorp shall not be deemed acceptance pay Developer in accordance with the provisions of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this AgreementAppendix BB.

Changes. a. For EAI controlled designed Products, EAI may, Buyer shall have the right at any time, exclusively in writing signed by its authorized procurement agent, time to make changes to within the general scope of this Agreement which affect the; (a) Order. Such changes may include changes to: drawings, designs, or specifications of goods being specially manufactured for EAI; (b) specifications, technical clarifications, artwork, quantity, materials, packaging including method of shipment or packing; (c) and time/place of delivery; or (d) delivery schedules. If any such change causes changes cause an increase or decrease in the cost ofcost, or the time required for, performance of this Agreementfor the performance, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreed, and the Agreement this Order shall be modified in writing accordingly provided however, that in accordingly. If any scrappage or obsolescence results from the case of Product design changes that change then the Buyer’s liability shall render be limited to the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the documented direct value of the open Purchase Order(s)such materials and any documented direct labor expenses associated therewith. Any claim by Xxxxxx for adjustment under this Article must Unless Seller presents to Buyer an itemized statement of claim, only including reasonable, direct costs that will be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller necessarily be incurred as a direct result of the written change authorizationchange, or within such extension as EAI may grant in writing. If no claim is received against Buyer within twenty (20) calendar daysdays after the receipt of notice of such change, such change is Seller shall be conclusively deemed to be accepted by Sellerhave waived all claims against Buyer with respect hereto. Claims Xxxxxx agrees to accept any such changes subject to this paragraph. No departure shall be made by Seller from Buyer’s specifications, nor any change made in materials, sources of supply, or design, manufacturing or assembly processes unless agreed to in writing by Xxxxx. Any change(s) to the form specifications requested by Seller must be in writing and is(are) subject to the receipt of a complete change proposal fully supported by detailed written approval from Xxxxx’s Engineering department, to be issued as Xxxxx’s sole discretion. Failure to do so could result in penalties and/or termination of the Order. In the event that Seller desires to transfer any work under this Order to another site or make any material modification in its manufacturing process or the procurement of materials related to the goods, it shall first consult with and factual information. Where inventory assets will be made obsolete as a result obtain the prior written consent of a change is included in Seller's claim for adjustmentBuyer, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there which consent shall not be deemed acceptance unreasonably withheld. Such consent by Buyer shall be subject to qualification of ECRs by EAIthe new site under Buyer’s supplier qualification standards. EAI may Buyer reserves sole right to accept or reject such ECRs in its sole discretionchanges. Any cost savings attributed to ECRs shall be allocated as detailed Nothing in this Article 11.17 of this Agreementsection, including any disagreement with Xxxxx as to the equitable adjustment to be made, shall excuse Seller from proceeding with an Order, as changed.

Changes. a. For EAI controlled designed ProductsBuyer, EAI may, at any time, exclusively in writing signed by through its authorized procurement agentrepresentative, make may at any time direct, in writing, changes, including but not limited to changes to in any one or more of the general scope of this Agreement which affect thefollowing: (1) drawings or specifications; (a2) drawings, designs, additions to or specifications of goods being specially manufactured for EAIdeletions from quantities ordered; (b3) Delivery schedule; (4) method of shipment or packing; (c5) place of delivery; or (d) delivery schedulesDelivery. If any such change causes an increase or decrease in the cost ofor timing required to provide the Equipment, or the time required for, performance of this Agreementotherwise affects Seller’s ability to meet its obligation, an equitable adjustment may shall be made in the price Agreement Price or delivery Delivery schedule or both as mutually agreed, and/or other relevant terms and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole by written amendments or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)revisions executed by authorized representatives. Any claim request by Xxxxxx the Seller for adjustment under this Article Clause GC-2 (Changes) must be asserted in writing promptly by written notice to EAIXxxxx’s authorized procurement agent not representative and in no case later than within twenty (20) calendar days after Days from the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form notification of a complete change proposal fully supported by detailed change, unless the Parties mutually agree to extend the time required to assess and factual informationdetermine the resulting impact. Where inventory assets will be made obsolete as a result Buyer shall respond to Xxxxxx’s request for adjustment within thirty (30) days of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any receipt of Seller’s pertinent books notice. However, nothing in this clause shall excuse Seller from proceeding with the order as changed. Failure by Seller to timely give the required notice hereunder will preclude Xxxxxx’s right to request any adjustment. In the event that Buyer and records Seller are not able to reach agreement on a firm price for a Buyer directed change after good faith negotiations by the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent Parties or in the form case of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept emergency endangering life or reject such ECRs property or the Facility has ceased operation or is materially and adversely affected in its sole discretionoperation requiring immediate corrective action, Seller will proceed with implementation of the change on a time and materials basis, including a reasonable profit. Any cost savings attributed In such event, Xxxxxx agrees to ECRs shall be allocated provide in a timely manner such documentation as detailed in this Article 11.17 is reasonably sufficient for Buyer to determine the accuracy of this Agreementimpact of jobsite changes on a time and material basis.

Changes. a. For EAI controlled designed Products, EAI Buyer's Authorized Procurement Representative may, at any timewithout notice to sureties and in writing, exclusively in writing signed by its authorized procurement agent, make direct changes to within the general scope of this Agreement Contract in any of the following: (i) technical requirements and descriptions, specifications, statement of work, drawings or designs; (ii) shipment or packing methods; (iii) place of delivery, inspection or acceptance; (iv) reasonable adjustments in quantities or delivery schedules or both; (v) amount of Buyer-furnished property; (vi) terms and conditions of this Contract required to meet Xxxxx’s obligations under superior contracts or subcontracts, which affect theshall take effect from the date specified in the notice provided by Buyer to Seller; and (vii) if this Contract includes services, (a) drawings, designs, or specifications description of goods being specially manufactured for EAIservices to be performed; (b) method time of shipment or packingperformance (e.g., hours of the day, days of the week); and/or (c) place of delivery; performance. Seller shall comply promptly with such direction. Except for the rights granted to Buyer under this article 4, a change pursuant to this article 4 shall not give rise to nor authorize any other modification of or (d) delivery schedules. amendment to the terms and conditions of this Contract. b. If any such change causes an increase increases or decrease in decreases the cost of, or the time required forto perform this Contract, performance of this Agreement, Buyer and Seller shall negotiate an equitable adjustment may be made in the price or delivery schedule schedule, or both as mutually agreedboth, and to reflect the Agreement increase or decrease. Buyer shall be modified modify this Contract in writing accordingly provided howeveraccordingly. Unless otherwise agreed in writing, that Seller must assert any claim for adjustment to Xxxxx's Authorized Procurement Representative in writing within 20 days and deliver a fully supported proposal to Xxxxx's Authorized Procurement Representative within 60 days after Xxxxxx's receipt of such direction. Buyer may, at its sole discretion, consider any claim regardless of when asserted. If Xxxxxx's proposal includes the case cost of Product design changes that shall render property made obsolete or excess by the Product on open Purchase Orders unusable in whole or in partchange, Buyer may direct the equitable adjustment shall not exceed the value disposition of the open Purchase Order(s)property. Any claim by Xxxxxx for adjustment under this Article must be asserted in writing Seller has the burden to EAIsupport the amount of Seller’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for equitable adjustment. Further, EAI Xxxxx shall have the right to direct verify the manner amount of disposition Seller's claim in accordance with article 18 “Financial Records and Audit”. Failure of the Parties to agree upon any adjustment shall not excuse Seller from performing in accordance with Xxxxx's direction. c. If Xxxxxx considers that Xxxxx's conduct constitutes a change, Seller shall notify Xxxxx's Authorized Procurement Representative promptly in writing as to the nature of such assetsconduct and its effect upon Seller's performance. EAI Pending direction from Xxxxx's Authorized Procurement Representative, Seller shall have the right take no action to examine implement any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimsuch change. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, (a) Buyer’s Authorized Purchasing Representative may at any time, exclusively in writing signed by its authorized procurement agentwritten order, without notice to any surety, make changes to or additions within the general scope of this Agreement which affect the; purchase order in any one or more of the following: (a1) drawings, designs, statement of work or specifications of goods being specially manufactured for EAIspecifications, or other technical documents; (b2) method of shipment or packing; (c3) time and place of deliveryinspection, delivery or acceptance; or (d4) quantities, where reasonable; (5) delivery schedules, where reasonable; and (6) the amount of Buyer/Government-furnished property. Seller hereby acknowledges any such direction provided by anyone other than Xxxxx’s Authorized Representative is of no force and effect and Xxxxxx accepts all risks of accepting and/or otherwise proceeding with such unauthorized direction. Seller hereby acknowledges any such direction provided by anyone other than Xxxxx’s Authorized Purchasing Representative is of no force and effect and Seller accepts all risks of accepting and/or otherwise proceeding with such unauthorized direction. (b) If any such change causes an increase or decrease in the cost of, or the time required for, performance of any work under this Agreementpurchase order, whether changed or not changed by any such written order, Seller shall notify Buyer in writing immediately and an appropriate equitable adjustment may will be made in the price or delivery schedule time of performance, or both as mutually agreedboth, and the Agreement shall be modified in writing accordingly provided however, that in the case by written modification of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)this purchase order. Any claim by Xxxxxx Seller for such adjustment under this Article must be asserted within 15 days, or such other period as may be agreed on in writing to EAIby the parties, after Xxxxxx’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writingnotice of the change. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets Seller will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent make available its books and records for Buyer’s examination to allow Buyer, its authorized representatives, and its customer, including the purpose of verifying U.S. Government, to verify any claim for adjustment by Seller’s claim. b. Any . If Xxxxx and Seller proposed design changes shall be submitted are unable to EAI through the authorized Procurement Agent agree upon an equitable adjustment in the form event of an EAI engineering any change request (herein “ECR”)directed by Xxxxx, the matter will be resolved in accordance with the Disputes provision of these terms and conditions. EAI may provide an initial response to Pending resolution of any such adjustment, Seller within twenty (20) calendar days, however, there shall not be deemed acceptance will diligently pursue the performance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated the order as detailed in this Article 11.17 of this Agreementchanged.

Changes. a. For EAI controlled designed Products29.1 Any changes requested by Contractor during the performance of this Contract, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to within the general scope of this Agreement Contract, which will add or delete work, stop work, affect the; (a) drawingsthe design of a Spacecraft, designs, or specifications of goods being specially manufactured for EAI; (b) change the method of shipment or packing; (c) , or the place or time of delivery; , or will affect any other requirement of this Contract, shall be submitted in writing (d"Change Proposal") delivery schedulesto Buyer sixty (60) days prior to the proposed effective date of the change. If any such Contractor requested change causes an increase or decrease in the cost oftotal price or other terms of this Contract, Contractor shall submit a proposal to Buyer detailing the impact of such change. 29.2 Buyer shall notify Contractor in writing within thirty (30) days after receipt of the requested change and price adjustment (downward or upward), if any, whether or not it agrees with and accepts such Change Proposal. If Buyer agrees with and accepts the time required forContractor requested Change Proposal, Contractor shall proceed with the performance of the Contract as changed or in the case of a stop work order, suspend the performance of this Contract, and an amendment to the Contract reflecting the Change Proposal shall be incorporated into the Contract. If Buyer does not agree with the Contractor requested Change Proposal, the Parties shall attempt to reach agreement on such Change Proposal. If the Parties are unable to agree on the requested change and price adjustment, then the Parties shall proceed with the performance of this Agreement, an equitable adjustment may be made in as unchanged. In the event the Parties are able to reach agreement on the change, but not on the price or delivery schedule or both as mutually agreedadjustment component, then the Parties shall elevate such dispute to the Senior Executives of the respective companies for resolution. If resolution can not be achieved within a reasonable period of time under the circumstances, Buyer may make a qualified acceptance of the Change Proposal, accepting all matters other than price adjustment, and the Agreement issue of price adjustment shall be modified submitted for resolution by arbitration in writing accordingly provided howeveraccordance with the provisions of Paragraph 33.2 hereof. Pending such resolution of the price issue, that the Parties shall perform their obligations under the Contract, or in the case of Product design changes a Stop work order, suspend their obligations, as if the Change Proposal had been accepted; provided, however, that Buyer shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value pay any disputed amount of the open Purchase Order(s)price adjustment into an escrow account in accordance with Paragraph 29.4 hereof on the date such amount would have been due and payable had the Change Proposal been accepted, or if the Change Proposal could result in a downward adjustment in the Contract Price in excess of the amount remaining to be paid by the Buyer, Contractor shall deposit the disputed amount of such excess into an escrow account in accordance with Paragraph 29.4 hereof. 29.3 Buyer may submit to Contractor in writing (a "Change Order Request") detailing any changes requested by Buyer during the performance of this Contract, within the general scope of the Contract, which will add or delete work, stop work , affect the design of a Spacecraft, change the method of shipment or packing, or the place or time of delivery, or will affect any other requirement of this Contract. Any claim by Xxxxxx for adjustment under this Article must be asserted Contractor shall respond to such Change Order Request in writing to EAI’s authorized procurement agent not later than twenty Buyer within thirty (2030) calendar days after such request. If Contractor determines that the date change requested by Buyer is feasible and can be made at no additional cost and with no associated delays, then Contractor shall so notify, Buyer and Contractor shall commence implementing such change. If the Contractor determines otherwise, then, Contractor shall submit to Buyer, a proposal detailing the impact of receipt by Seller of such change and the written change authorizationprice adjustment (downward or upward), or within such extension as EAI may grant if any, (the "Change Order Offer"). Buyer shall notify Contractor in writing. If no claim is received , within twenty thirty (2030) calendar daysdays after receipt of Contractor's Change Order Offer, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed whether or not it agrees with and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.accepts Contractor's

Changes. a. For EAI controlled designed Products, EAI may, (a) The LOCKHEED XXXXXX Procurement Representative may at any time, exclusively in writing signed by its authorized procurement agenta written order, and without notice to the sureties, if any, make changes to changes, within the general scope of this Agreement which affect the; Contract, in any one or more of the following: (a1) drawingsDrawings, designs, processes, or specifications specifications; (2) Inspection, delivery, or acceptance methods and/or schedules; and (3) Work schedules (i.e., hours of goods being specially manufactured for EAI; the day, days of the week, etc.) (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, for the performance of any part of the Work under this AgreementContract, whether or not changed by the order, or otherwise affects any other terms and conditions of this Contract, an equitable adjustment shall be made in the Contract price, the Schedule, or both, and the Contract shall be modified accordingly. (c) The SELLER shall submit any "proposal for adjustment" (hereafter referred to as "proposal") under this clause within twenty (20) days from the date of receipt of the written order. However, if the LOCKHEED XXXXXX Procurement Representative decides that the facts justify it, the LOCKHEED XXXXXX Procurement Representative may receive and act upon a proposal submitted before final payment of the Contract. (d) Prior to the issuance of a change order under this Contract, LOCKHEED XXXXXX may solicit from the SELLER written agreement as to the maximum (in the case of an increase) or minimum (in the case of a decrease) adjustment to be made in the price and/or in the schedule (or time of performance), by reason of the change. LOCKHEED XXXXXX may also solicit such agreement on limitations on the adjustments to any other provisions of the Contract which may be subject to equitable adjustment by reason of the change. The SELLER shall promptly submit a "not-to-exceed" (or "no-less-than") amount or maximum (or minimum) schedule adjustment when so requested by LOCKHEED XXXXXX. Any such written agreement shall then be cited in the change order and upon its issuance shall be deemed to become part of the Contract. In no event shall the definitive equitable adjustment exceed the maximum (or be less than the minimum) price and/or delivery schedule (or both time of performance) adjustments so established, nor otherwise be inconsistent with other adjustment limitations so established. Except with respect to such limitations, nothing contained herein shall affect the right of the Parties to an equitable adjustment by reason of the change, pursuant to this clause. (e) LOCKHEED XXXXXX'x engineering and technical personnel may from time to time render assistance or give technical advice to, or effect an exchange of information with, SELLER personnel in a liaison effort concerning the Work to be performed hereunder. However, such exchange of information or advice shall not vest the SELLER with the authority to change the Work to be performed hereunder or the provisions of the Contract, nor shall such change in Work or provisions of the Contract be binding upon LOCKHEED XXXXXX unless incorporated as mutually agreeda change in accordance with paragraph (a) hereof. (f) Unless expressly stipulated elsewhere in this Contract as being excepted from this provision, wherever this Contract provides for submittal of designs, components, processes, or other items for review or approval by LOCKHEED XXXXXX, such reviews or approvals shall not be construed as a complete check as to the adequacy of said design or item, nor as an agreement that the design or items will meet the requirements of the Statement of Work, nor as any change to the requirements of the Statement of Work. Such reviews and approvals shall in no way relieve the Agreement SELLER of the responsibility for any error or deficiency which may exist in the submitted design or other items, as the SELLER shall be modified in writing accordingly provided however, that in responsible for meeting all the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value requirements of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty contract. (20g) calendar days after If the date SELLER's proposal includes the cost of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be property made obsolete as a result of a change is included in Seller's claim for adjustmentor excess by the change, EAI LOCKHEED XXXXXX shall have the right to direct prescribe the manner of the disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimproperty. b. Any Seller proposed design changes (h) Failure to agree to any adjustment shall be submitted to EAI through a dispute under the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”)Disputes clause. EAI may provide an initial response to Seller within twenty (20) calendar daysHowever, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed nothing in this Article 11.17 of this Agreementclause shall excuse the SELLER from proceeding with the Contract as changed.

Changes. a. For EAI controlled designed Products, EAI may, (a) Buyer may at any time, exclusively in writing signed by its authorized procurement agentwritten order, and without notice to the sureties, if any, make changes to within the general scope of this Agreement which affect the; to any one or more of the following: (a1) drawingsDrawings, designs, or specifications of goods being specially manufactured for EAI; specifications‌ (b2) method Method of shipment or packing; . (c3) place Place of delivery; , inspection or acceptance (d4) delivery schedulesDescription of services to be performed‌ (5) Time of performance (6) Place of performance (7) Delivery schedule (b) Seller shall comply immediately with such direction. If any such change causes an increase or decrease in the cost of, or the time required for, performance of any part of work under this Agreement, Seller may request an equitable adjustment may be made in the (1) price, the price delivery or delivery schedule completion schedule, or both as mutually agreed, both‌ (2) amount of any fixed fee (3) other affected terms and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx accordingly.‌ (c) Seller must submit any “proposal for adjustment adjustment” (hereinafter referred to as “proposal”) under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received clause within twenty (20) calendar daysdays from the date of receipt of the written order. However, such change is deemed to be accepted by if Xxxxx decides that the facts justify it, Xxxxx may receive and act upon a proposal submitted before final payment of the order. (d) If Seller. Claims shall be in ’s proposal includes the form price of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be property made obsolete as a result of a change is included or in Seller's claim for adjustmentexcess by the change, EAI Buyer shall have the right to direct prescribe the manner of disposition of such assetsthe property. (e) Failure to agree to any adjustment shall be a dispute under the Disputes clause. EAI However, nothing in this clause shall have excuse Seller from proceeding with the right to examine any order as changed. (f) Notwithstanding the terms and conditions of Seller’s pertinent books parts (a) and records (b) above, the price of this Agreement and, if this Agreement is incrementally funded, the funds allotted for the purpose performance of verifying Seller’s claim. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there this Agreement shall not be deemed acceptance increased or considered to be increased except by specific written modification of ECRs by EAIthe Agreement indicating the new price and, if this Agreement is to be incrementally funded, the new amount allotted to the Agreement. EAI may accept Until this modification is made, Seller shall not be obligated to continue performance or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in incur costs beyond the original price of the Agreement and, if this Article 11.17 Agreement is incrementally funded, beyond the amount of funds originally allotted for the performance of this Agreement. (g) When costs are a factor in any determination of an equitable adjustment, such costs shall be in accordance with Part 31 of the Federal Acquisition Regulation as in effect on the date of the Agreement. (h) Seller is required to notify buyer of changes in product and/or process definition impacting the quality of products or processes being supplied. Buyer and/or buyer’s affected customer representative must review FORM-151 Rev G 4 of 29 and approve proposed process changes prior to implementation.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively A. This Contract may be modified and changed from time to time as agreed to in writing between the parties hereto, in a manner not materially affecting the substance hereof. B. No change in, modification to, termination or discharge of this Contract in any form whatsoever, shall be valid or enforceable unless it is in writing and signed by its the party to be charged therewith or duly authorized procurement agentrepresentative thereof; provided, make changes to the general scope of this Agreement which affect the; (a) drawings, designs, or specifications of goods being specially manufactured for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that any change in or modification, termination or discharge of this Contract expressly provided for in this Contract shall be effective as so provided. C. It is agreed by the Contractor that any change resulting in additional goods/services shall be paid at the applicable rates set forth in the case BID QUOTATION SHEET for equivalent items as determined by the Authority. In the event that the Authority shall order additional goods/services for which there are no applicable rates set forth in the BID QUOTATION SHEET for equivalent items, it is understood and agreed by Contractor that the Authority and Contractor shall negotiate a mutually agreeable price to be paid by the Authority for Contractor’s supplying of Product design changes such additional goods/services. In the event that shall render the Product on open Purchase Orders unusable in whole or in partparties are unable to agree upon a price for the additional goods/services, the equitable adjustment Authority may nevertheless direct the Contractor to proceed with supplying the additional goods/services. The Contractor shall not exceed diligently proceed with supplying the value additional goods/services, but may initiate a dispute within five (5) days of the open Purchase Order(s). Any claim Authority’s directive to proceed pursuant to ARTICLE 12, DISPUTES, for a determination by Xxxxxx for adjustment under this Article must be asserted in writing the Disputes Resolution Officer (“DRO”) as to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorization, or within such extension as EAI may grant in writing. a reasonable price therefor. D. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a the change or modification, the Authority determines that more time is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records required for the purpose Contractor to complete performance than is specified within the Contract, the Authority will extend the time for Contractor’s performance by the number of verifying Seller’s claimdays actually required for Contractor to supply the goods/services. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed ProductsA. The City Administrator, EAI through their designee, may, at any time, exclusively in writing signed by its authorized procurement agentwritten order designated or indicated to be a change order, make changes to any change in the work within the general scope of this Agreement Agreement. B. Any other written order from City, which affect the; (a) drawingscauses any change, designsshall be treated as a change order under this clause, provided that Contractor gives City written notice stating the date, circumstance, and source of the order and the City consents to regard the order as a change order. C. Except as herein provided, no order, statement, or specifications conduct of goods being specially manufactured for EAI; (b) method of shipment the City shall be treated as a change under this clause or packing; (c) place of delivery; or (d) delivery schedules. entitle Contractor to an equitable adjustment hereunder. D. If any such change under this clause causes an increase or decrease in the cost of, or the time required for, the performance of any part of this Agreement, whether or not changed by any order, an equitable adjustment shall be made and the Agreement modified in writing accordingly. If Contractor intends to assert a claim for an equitable adjustment under this clause, Contractor shall, within thirty (30) days after receipt of a written change order under (A) above, or the furnishing of written notice under (B) above, submit to the City a written statement setting forth the general nature and monetary extent of such claim, unless this period is extended by the DPW Director. The statement of claim hereunder may be made included in the price notice under (B) above. E. The amount of any adjustment to the contract sum under this clause shall be a negotiated fixed fee. F. No claim by Contractor for an equitable adjustment hereunder shall be allowed if asserted after final payment under this Agreement or delivery schedule or both if made later than thirty (30) days after receipt as mutually agreed, and required herein. G. The provisions of the Agreement shall be modified in writing accordingly provided however, that in governed by the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value laws of the open Purchase Order(s)State of Maryland. H. This Agreement represents the entire and integrated Agreement between the City and Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. Any claim This Agreement may be amended only by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s written instrument signed by the duly authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller representatives of the written change authorization, or within such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in City and the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claimContractor. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; (a) Kearfott may at any time make changes by means of written change order to this Purchase Order in one or more of the following: quantity, drawings, designs, specifications, technical data, delivery schedules, place of inspection, acceptance or specifications of goods being specially manufactured for EAI; (b) delivery, method of shipment or packing; (c) place of delivery; or (d) delivery schedulesshipment, and packaging. If any such change causes results in an increase or decrease in the cost of, or the time required for, for performance of the work under this AgreementPurchase Order, an equitable adjustment may shall be made in the price price, delivery schedule, or delivery schedule or both as mutually agreed, and the Agreement shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)both. Any claim for such adjustment shall be deemed waived by Xxxxxx for adjustment under this Article must be asserted Supplier unless submitted in writing to EAI’s authorized procurement agent not later than twenty Kearfott within thirty (2030) calendar days after the date of receipt by Seller Supplier of the written change authorization, order or within such extension other period of time as EAI may grant be agreed upon in writingwriting by Kearfott and Supplier. If no claim is received within twenty (20) calendar days, such change is deemed Kearfott may require that claims for equitable adjustment pursuant to be accepted by Seller. Claims this paragraph shall be submitted on the applicable forms contained in FAR Part 53, and shall be governed by the principles prescribed by FAR Part 31, whether or not this Purchase Order bears a government contract number. Failure of Supplier to submit its claim in the form prescribed manner or within the time allowed shall be grounds for Kearfott to make a unilateral determination of a complete the amount, if any, due Supplier for the change proposal fully supported by detailed and factual informationsuch determination shall be final. Where inventory assets will be the cost of property made obsolete or excess as a result of a change is included in Seller's Supplier’s claim for adjustment, EAI Kearfott shall have the right to direct prescribe the manner of disposition of such assetsproperty. EAI shall have the right Failure to examine agree on any of Seller’s pertinent books and records claim for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes equitable adjustment under this paragraph shall be submitted to EAI through a dispute within the authorized Procurement Agent meaning of the disputes clause hereof. Such dispute shall not relieve Supplier from proceeding without delay in the form performance of an EAI engineering change request (herein “ECR”)this Purchase Order as changed. EAI may provide an initial response to Seller within twenty (20) calendar days, however, there Changes shall not be deemed acceptance binding upon Kearfott unless evidenced by a change order issued and signed by an authorized employee of ECRs by EAI. EAI may accept Kearfott. (b) Any communication, purchase order, agreement, amendment, change, stop work order, course of performance or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs course of dealing, supplementing, modifying, rescinding, or waiving any of Kearfott’s rights or obligations shall be allocated as detailed void unless executed or ratified in this Article 11.17 a writing which expressly states that it constitutes an amendment or change of this AgreementPurchase Order and which is signed by Kearfott’s representative duly authorized in writing in order that Kearfott shall be bound only by such writing and not by construction, implication, or apparent authority. Information, advice, approvals, or instructions by Kearfott’s technical or other personnel shall be deemed expressions of personal opinions only and shall not affect Kearfott’s or Supplier’s rights and obligations.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to the general scope of this Agreement which affect the; (a) Buyer may change drawings, designsspecifications, quantities, delivery schedules, or specifications of goods being specially manufactured for EAI; (b) method methods of shipment or packing; packaging on any item at any time by issuing a written change order (ca “Change Order”) place of delivery; or (d) delivery schedulesto Seller, and Seller agrees to make such changes. If any such change causes changes result in an increase or decrease in the cost of, or the time required for, performance of this Agreementcost, an equitable adjustment of price and delivery schedules may be made made, or Buyer may, at its option, cancel this Order pursuant to Section 15 hereof if agreement on an equitable adjustment cannot be reached. Seller must assert claims for equitable adjustment within ten (10) days of the Change Order. This Order, together with any Change Orders or instructions, shall constitute one contract. In addition to its standard warranty and/or service guaranty, Seller warrants that all Products supplied hereunder shall: (a) be free and clear of all liens and encumbrances with good and merchantable title thereto being in the price Seller; (b) be free from any defects in design, material, or delivery schedule or both as mutually agreedworkmanship, and be of good and merchantable quality; (c) conform to Buyer’s specifications and the Agreement shall sample approved by Buyer, as the case may be; (d) be modified fit for the known purposes for which purchased hereunder; and (e) comply and have been produced, processed and delivered in writing accordingly conformity with all applicable federal, state or other laws, administrative regulations, rules, judgments, orders, and decrees, including, without limitation, those related to intellectual property, customs, labor, employment, working conditions, board of health and environmental matters. If Seller breaches the foregoing warranty or fails to perform or comply with any provision of this Offer, Seller is liable to Buyer for all damages arising therefrom. Buyer expressly retains all its rights and remedies provided however, that by law in the case event of Product design changes such breach. Without limiting the foregoing, Buyer may, at its option, require Seller to repair or replace, at Seller’s expense, any Products that shall render breach Seller’s warranty even if such Products are located other than at Buyer’s facility. In the Product on open Purchase Orders unusable in whole event that any breach requires a field campaign for such repair or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s). Any claim by Xxxxxx for adjustment under this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorizationreplacement, or within Seller otherwise initiates a field campaign to repair a Product, Seller agrees that Buyer, at its option, may participate in any such extension as EAI may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of field campaign at Seller’s pertinent books expense. Xxxxxx further agrees to give Buyer 30 days’ prior written notice of any such field campaign Seller initiates. The foregoing warranties and records remedies for the purpose breach thereof shall survive inspection, delivery and payment, and shall run in favor of verifying Seller’s claimBuyer, and its dealers and customers. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed ProductsAll specifications, EAI may, drawings and data submitted by Buyer relating to the products ordered are incorporated by reference into the order. Buyer may at any time, exclusively time by written change order suspend performance in writing signed by its authorized procurement agentwhole or in part, make changes to the general scope of this Agreement which affect the; (a) in quantities, drawings, designs, or specifications of goods being specially manufactured for EAI; (b) specifications, method of shipment or packing; (c) , or time or place of delivery; , require additional work, or (d) delivery schedulesdirect the omission of work. If any such change causes an increase or decrease in the cost of, of or the time required for, for the performance of this Agreementorder, an equitable adjustment may shall be made in the price or delivery schedule or both as mutually agreedboth, and the Agreement this order shall be modified in writing accordingly provided however, that in the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)accordingly. Any claim by Xxxxxx for adjustment under this Article must paragraph shall conclusively be deemed waived unless asserted in writing to EAI’s authorized procurement agent not later than twenty within fifteen (2015) calendar days after from the date of receipt by the Seller of the written change authorization, or within such extension as EAI may grant in writingorder. If no The amount of the claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual informationstated when it is submitted. Where inventory assets will be the cost of property made obsolete as a result of or excess due to a change is included in Seller's claim for adjustment, EAI Xxxxx shall have the right to direct prescribe the manner of disposition of such assetsproperty. EAI Nothing in this paragraph shall have excuse Seller from proceeding with the right purchase order as changed. Xxxxx's technical personnel may from time to examine time render assistance or give advice to or affect an exchange of information with Seller's personnel in a liaison effort concerning the products to be furnished hereunder; such exchange of information or advice shall not vest Seller with authority to change the requirements or Terms and Conditions of this order. Seller may not change or otherwise deviate from this order as to the specifications furnished hereunder. Further, upon approval by the Buyer of the initial design, any of Seller’s pertinent books and records for process changes, design changes, or deviations considered by the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall must be submitted to EAI through Buyer in writing for review. If changes are submitted for approval, the authorized Procurement Agent information submitted must include a complete description of the change and the effect the change will have on all characteristics of the device. Upon request, the Seller shall submit samples of the proposed device for the evaluation and approval by Xxxxx and will make applicable processes available for Buyer audit. Unless Buyer has expressly so agreed in writing, the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance make any change or deviation. Seller must notify Buyer at least 60 days prior to making a change and receive written approval from Buyer prior to its implementation. Buyer may direct the Seller to defer any change pending Buyer's written approval. Written approval of ECRs by EAIBuyer is required to proceed with approved change prior to specification revision. EAI may accept Changes include, but are not limited to changes in composition, manufacturing process, dimensions, functional characteristics, finish requirements or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreementlabeling attributes.

Changes. a. For EAI controlled designed Products7.1 As used in this section 7, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, make changes to “Change” means a change the AER directs or causes within the general scope of the Purchase Order, including any applicable SOW, that requires the Vendor to adjust the Due Date or cost of the Work to be performed . 7.2 The AER, by written order (“Change Order”), may make Changes in accordance with this Agreement section 7. 7.3 If Vendor asserts that the AER has directed or caused a Change to the cost of or time for performance for which affect thethe AER has not issued a Change Order, Vendor will promptly notify the AER in writing of the Change, providing (i) a description of the action or inaction asserted to have caused the Change; (aii) drawingsa detailed estimate of any adjustments to the Work, designsthe Due Date, and the cost of the Work that would be required for Vendor to perform the Changed Work; and (iii) a date no less than 30 days from the date of notice by which the AER must respond to Vendor’s notice.. The AER will evaluate Vendor’s notice of Change in good faith, and if the AER agrees that it has directed or caused a Change to the Work, the AER will issue a Change Order to the Vendor. 7.4 The Vendor shall, as promptly as practicable, after giving notice of the Change, or specifications within 10 days of goods being specially manufactured receiving a Change Order, submit a request for EAI; (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this Agreement, an equitable adjustment may be made specifying the adjustment in the price or delivery schedule time for performance resulting from the Change. 7.5 The parties shall negotiate an amendment to the Purchase Order or both applicable SOW to incorporate a Change Order providing for an equitable adjustment to the price, time for performance, or both. 7.6 The Vendor will proceed with the Changed Work as mutually agreeddirected, and regardless of whether or not the Agreement shall be modified parties have agreed on an adjustment to the price and/or time for performance of the Work. 7.7 Where the AER has not directed or caused a Change to the Work, it may from time to time give you reasonable instructions (in writing accordingly provided however, that in or otherwise) as to the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value performance of the open Purchase Order(s)Services. Any claim by Xxxxxx for adjustment under You must comply with those instructions but, unless otherwise specified in this Article must be asserted in writing to EAI’s authorized procurement agent not later than twenty (20) calendar days after the date of receipt by Seller of the written change authorizationagreement, or within such extension as EAI you may grant in writing. If no claim is received within twenty (20) calendar days, such change is deemed to be accepted by Seller. Claims shall be in the form of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct determine the manner of disposition of such assets. EAI shall have in which the right to examine any of Seller’s pertinent books and records for the purpose of verifying Seller’s claiminstructions are carried out. b. Any Seller proposed design changes shall be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs in its sole discretion. Any cost savings attributed to ECRs shall be allocated as detailed in this Article 11.17 of this Agreement.

Changes. a. For EAI controlled designed Products, EAI may, at any time, exclusively in writing signed by its authorized procurement agent, Integer reserves the right to make changes to in the general scope of this Agreement which affect the; (a) Order including, without limitation, changes in drawings, designs, or specifications of goods being specially manufactured for EAI; and delivery (b) method of shipment or packing; (c) place of delivery; or (d) delivery schedules“Change Orders”). Seller agrees to comply with such Change Orders. If any such change causes an Change Orders result in a decrease or increase in Seller’s cost or decrease in the cost of, or the time required for, performance of this Agreementfor performance, an equitable adjustment may be made in the price or delivery schedule or both as mutually agreed, and the Agreement time for performance shall be modified made in writing accordingly provided however, that in by Integer and Seller. Failure to agree to an adjustment will not excuse Seller from proceeding with the case of Product design changes that shall render the Product on open Purchase Orders unusable in whole or in part, the equitable adjustment shall not exceed the value of the open Purchase Order(s)Order as changed. Any claim by Xxxxxx for adjustment under this Article additional compensation hereunder must be asserted in writing to EAI’s authorized procurement agent not later than twenty within thirty (2030) calendar days after such Change Order. Failure of Seller to assert its claim shall operate as a waiver. Seller will not make any change to the date of receipt by Seller Order, the Specifications for any of the written change authorizationItems delivered under this Order, or within such extension as EAI the raw materials, design, or production processes that may grant in writing. If no claim is received within twenty affect the dimensions, appearance, price, form, fit, function (20) calendar daysincluding without lim itation performance, such change is deemed to be accepted by Seller. Claims shall be in the form interchangeability and interface), chemical composition, cleanliness, delivery, reliability, safety, maintenance or installation of a complete change proposal fully supported by detailed and factual information. Where inventory assets will be made obsolete as a result of a change is included in Seller's claim for adjustment, EAI shall have the right to direct the manner of disposition of such assets. EAI shall have the right to examine any of Sellerthe Items under this Order, without Integer’s pertinent books and records for the purpose of verifying Seller’s claim. b. Any Seller proposed design changes shall prior written consent (which consent may be submitted to EAI through the authorized Procurement Agent in the form of an EAI engineering change request (herein “ECR”). EAI may provide an initial response to Seller within twenty (20) calendar days, however, there shall not be deemed acceptance of ECRs by EAI. EAI may accept or reject such ECRs withheld in its sole discretion). Any cost savings attributed Without limiting the generality of the foregoing, Seller will not make any change to ECRs shall the following without Integer’s prior written consent (which consent may be allocated as detailed withheld in its sole discretion): (i) manufacturing location of the Items; (ii) Seller’s equipment, including, but not limited to, its processing or manufacturing equipment; (iii) location of manufacturing equipment within Seller’s location; (iv) tooling; (v) CNC machine programcode from the released production process a pproved by Integer for the Items; (vi) Seller’s processing parameters; (vii) Seller’s suppliers; (viii) fixtures or manufacturing material that may be in contact with the It ems or any components thereof; (ix) configuration of the Items that may affect the form, fit, or function of the Items; (x) the frequency or methodology of Seller’s preventative maintenance, whether necessitated by emergency or otherwise; (xi) Seller’s inspection requirements or methodology; (xii) Seller’s process flow related to the Items; (xiii) Seller’s design of the Items or any component thereof; or (xiv) Seller’s raw material suppliers. Seller will immediately notify Integer in writing of any proposed changes described in this Article 11.17 of this AgreementSection 12.