Common use of Termination for Default Clause in Contracts

Termination for Default. a) The State may, subject to the Force Majeure paragraph contained herein, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State may, subject If either Party shall default in a material manner with respect to any material provision of this Agreement and the Force Majeure paragraph contained herein, by other Party shall have given the defaulting Party written notice of such default, the defaulting Party shall have thirty (30) days to cure such default. If such default is not cured within such thirty (30) day period, the non-defaulting Party shall have the right, upon notice to the Contractordefaulting Party and without prejudice to any other rights the non-defaulting Party may have, to terminate this Contract in whole or in part if Agreement unless the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified defaulting Party is in the Contract or any amendment thereto; iiprocess of attempting in good faith to remedy such default, in which case, the thirty (30) day cure period shall be extended by an additional thirty (30) days. Make progressIf [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, so as MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Genentech terminates this Agreement pursuant to endanger performance this Section 11.2, Genentech shall automatically have all of this Contract (but see subparagraph the rights set forth in Sections 11.3(a) and (b) below); or iiiof this Agreement. Perform Upon such termination, any sublicenses granted under this Agreement shall not automatically terminate, but instead, Genentech shall have the option to either terminate or continue this Agreement with each sublicensee. If Connetics terminates this agreement pursuant to this Section 11.2, Connetics shall automatically have all of the other provisions rights set forth in Section 11.4 of this Contract (but see subparagraph (b), below). b) The State’s Agreement. Connetics shall have no right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated Agreement pursuant to this Section 11.2 in the cure notice issued by event of Genentech's failure to supply Bulk Product or Finished Product. In the Buyer. c) If event of Genentech's failure to supply Bulk Product or Finished Product, Connetics shall have the State terminates this Contract in whole or in part, it may acquire, under the terms and rights set forth in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminatedSupply Agreement. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the ContractorSeller, terminate this Contract in the whole or any part of this Order in part if any one of the Contractor fails tofollowing circumstances: i. Deliver (i) Seller fails to make delivery of the Goods goods or to perform the services within the time specified in the Contract herein or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below)extension thereof; or iii. Perform (ii) Seller fails to perform any of the other provisions of this Contract (but see subparagraph (b)Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, below). b) The State’s right to terminate and in either of the circumstances specified in this Contract under subparagraphs subpart (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv) Seller fails to provide Buyer, in writing, within the time frame stated in the cure notice issued specified by the BuyerXxxxx, adequate assurances of performance. c(b) If the State terminates this Contract in whole Order is so terminated, Buyer may procure or in partotherwise obtain, it may acquire, under the upon such terms and in the such manner the as Buyer considers may deem appropriate, Goods goods or services similar to those terminated. Seller, and subject to the Contractor will exceptions set forth below, shall be liable to the State Buyer for any excess costs for those Goods of such similar goods or services. However, the Contractor shall continue the work not terminated. d(c) If the Contract is terminated for default, the State may require the Contractor to Seller shall transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goodsin the manner and to the extent requested in writing by Xxxxx at or after termination, and ii. Partially such complete or partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to goods as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the performance of the terminated portion part of this Contract. Upon direction Order and Buyer will only pay Seller the Order price of the Buyer, the Contractor shall also protect goods and preserve property in its possession in which the State has an interestservices accepted. e(d) The State Seller shall pay Contract price for completed Goods delivered and acceptedcontinue performance of this Order to the extent not terminated. The Contractor and Buyer shall agree on have no obligations to Seller in respect to the amount terminated part of payment for manufacturing materials delivered and accepted for the protection and preservation of the propertythis Order except as herein provided. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the Xxxxx's rights and obligations of the parties as set forth herein shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights in case of Seller's default. (e) Seller shall not be liable for damages resulting from default due to causes beyond Seller's control and remedies without Seller's fault or negligence, provided, however, that if Seller's default is caused by the default of a subcontractor or supplier at any tier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and without the fault or negligence of either of them and, provided further, the supplies or services to be furnished by law the subcontractor or under this Contractsupplier were not obtainable from other sources.

Termination for Default. (a) The State may, subject to Time is of the Force Majeure paragraph contained herein, essence of this Purchase order. BUYER may by written notice of default to SELLER terminate the Contractor, terminate this Contract in whole or part of this contract in part any one of the following circumstances: (i) if the Contractor SELLER fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract herein or any amendment thereto; extension thereof, except in instances of delay which are due to causes beyond the reasonable control and without the fault or negligence of SELLER and all of its suppliers, direct or indirect at every subcontract level; (ii. Make progress) if SELLER fails to perform any of the other agreed provisions of this contract, or so fails to make progress as to endanger performance of this Contract contract in accordance with its terms, (but see subparagraph iii) if SELLER, in BUYER’s sole judgment, violates any provision of Article 38 Business Conduct and Ethics; (iv) files or has filed against it a petition in bankruptcy; or (v) becomes insolvent or suffers a material adverse change in financial condition. (b) below); or iii. Perform any of If the other provisions of this Contract termination results from circumstances (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(iii) and (a)(iiiii) above, may be exercised if the Contractor and SELLER does not cure such failure within the time frame stated a period of ten (10) days or such longer period as BUYER may authorize in the cure writing after receipt of notice issued by the Buyer. c) If the State terminates this Contract in whole or in partfrom BUYER specifying such failure, BUYER may procure, upon such terms as it may acquire, under the terms and in the manner the Buyer considers shall deem appropriate, Goods or Work and services similar to those so terminated, in which case SELLER shall continue performance of this Purchase Order to the extent not terminated and the Contractor will shall be liable to the State BUYER for any excess costs for those Goods such similar suppliers or services. HoweverAs an alternate remedy, the Contractor shall continue the work not terminated. d) If the Contract is terminated and in lieu of termination for default, BUYER, at its sole discretion, may elect: (i) to extend the State contract delivery schedule and/or (ii) to waive other deficiencies in SELLER’s performance, in which case an equitable reduction in the Purchase Order price shall be negotiated. (c) Following a termination for default of this Purchase Order, SELLER shall be compensated only for WORK actually delivered and accepted. BUYER may require the Contractor SELLER to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods BUYER any Work and materials, parts, tools, dies, jigs, fixtures, plans, drawings, informationmanufacturing materials, and Contract rights (collectively referred to as “manufacturing materials” in this clause) drawings that the Contractor SELLER has specifically produced or acquired for the terminated portion of this ContractPurchase Order. Upon direction of the Buyer, the Contractor shall also protect BUYER and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer SELLER shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holdersother deliverables. f(d) IfUpon the occurrence and during the continuation of a default, BUYER may exercise any and all rights and remedies available to it under applicable law and equity, including without limitation, cancellation of this Purchase Order. If after terminationtermination for default under this Purchase Order, it is determined that the Contractor SELLER was not in default, or that the default was excusable, the rights and obligations of the parties such termination shall be the same as if the deemed a termination had been issued for the convenience of the Stateconvenience. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State It is understood and agreed that time is of the essence under an order or any extension thereof affected by any change order. Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the Contractornotice, terminate this Contract an order in whole or in part if the Contractor Seller fails to: i. Deliver (i) to make delivery of the Goods products or to perform the their services within the time specified in the Contract herein, or any amendment thereto; extension thereof by written change order or amendment, or (ii. Make progress, so as ) to endanger performance replace or correct defective products in accordance with the provisions of this Contract those clauses hereof entitled "Warranty" and "Inspection," or (but see subparagraph (biii) below); or iii. Perform to perform any of the other provisions of this Contract an order or to so fail to make progress as to endanger performance in accordance with the terms hereof, including delivery schedules, or (but see subparagraph iv) if Seller becomes insolvent, admits in writing its inability to pay its debts as they mature, files a voluntary petition in bankruptcy, makes an assignment for the benefit of creditors or a petition under any bankruptcy law is filed against it. (b)) In the event of termination pursuant to this clause, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, Buyer may be exercised if the Contractor does not cure procure upon such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the such manner the as Buyer considers may deem appropriate, Goods products or services similar or substantially similar to those terminated, so terminated and the Contractor will Seller shall be liable to the State Buyer for any excess express costs for those Goods or services. Howeveroccasioned Buyer thereby, provided that in the Contractor shall continue event, Buyer elects to terminate only a portion of an order to the work extent not terminated. d(c) If the Contract an order is terminated for defaultpursuant to paragraph (a), the State Buyer, in addition to any other rights provided herein, may require the Contractor Seller to transfer title and deliver delivery to Buyer in the Statemanner, as time and the extent directed by the Buyer: (i) any completed products, any: i. Completed Goods, and and (ii. Partially ) such partially completed Goods products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the performance of the terminated portion part and, (iii) Seller shall grant Buyer a royalty-free, assignable non-exclusive license to use and license other's to use Seller's designs processes, drawings, and technical data substantially relating to the quantity of this Contractthe products terminated hereunder. Upon Seller shall upon direction of the Buyer, the Contractor shall also protect and preserve property as encompassed in its this paragraph in the possession in which the State has an interest. e) The State shall pay Contract price of Seller. Payment for completed Goods products delivered to and accepted. The Contractor and accepted by Buyer shall agree on be in an amount agreed upon by the Seller and Buyer, however, such an amount of payment for manufacturing materials delivered shall not exceed the order price per unit and accepted for the Seller's obligation hereunder to carry out Buyer's direction as to delivery protection and preservation of the property. Failure shall not be contingent upon prior agreement as to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holderssuch amount. f(d) If, after termination, If Buyer issues a notice of termination for default and it is subsequently determined that Buyer's termination under this clause is inappropriate, the Contractor was not in default, or that the default was excusable, termination shall be deemed by Buyer and Seller to have been originally issued under Clause 16 (Termination for Convenience) and the rights and obligations liabilities of the parties hereto shall in such event, be the same as if the termination had been issued for the convenience of the Stategoverned by such clause. g(e) The rights and remedies Failure of the State in Buyer to enforce any right under this clause are in addition to shall not be deemed a waiver of any other rights and remedies provided by law or under an order. In the event Seller becomes insolvent, admits in writing its inability to pay its debts as they mature, files a voluntary petition in bankruptcy, makes an assignment for the benefit of creditors or if a petition under any bankruptcy laws is filed against it, Buyer reserves the right in its sole discretion at any time to require adequate assurance of future performance in such form as Buyer may specify, and if such assurance is not given to Buyer promptly, Buyer shall have the right to terminate this Contractagreement in whole or in part forthwith.

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the ContractorSeller, terminate all or any part of this Contract for default if Seller fails to: (i) make full delivery of the Goods or perform this Contract within the time specified in the Contract; (ii) deliver Goods that conform in all respects with the specifications and quality requirements set forth in the Contract; (iii) perform any of its other obligations set forth in the Contract; or (iv) take any action or inaction that endangers performance of this Contract and fail to cure such situation within a period of ten (10) calendar days after receipt of notice from Buyer. If only part of the Contract is terminated, Seller is not excused from performance of the non-terminated part of the Contract. (b) In the event Buyer terminates this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified as provided in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iiia) above, Buyer may be exercised if the Contractor does not cure procure, upon such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the such manner the as Buyer considers may deem appropriate, Goods or services similar to those so terminated, and the Contractor will Seller shall be liable to the State Buyer for any excess costs for those Goods or services. Howeverthe same, including without limitation all costs and expenses of the Contractor shall continue the work not terminatedtype specified ¶ 9, WARRANTY. d(c) If the Contract is terminated for defaultBuyer, the State in addition to any other rights and remedies provided by applicable law or under this Contract, may require the Contractor Seller to transfer title and deliver to Buyer, in the State, as manner and to the extent directed by the Buyer, any: i. Completed Xxxxx for: (i) any completed Goods, and ; (ii. Partially ) any partially completed Goods or work in progress; and (iii) any materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to hereinafter called "Manufacturing Materials") as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or specifically acquired for the terminated portion performance of such part of this Contract. Upon Contract as has been terminated. (d) Seller shall, upon direction of the BuyerBuyer and at Seller’s own cost, the Contractor shall also protect mark, separate, protect, and preserve property in its Seller’s possession in which the State Buyer has an interest. (e) The State shall pay Contract price Payment for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer pursuant to subparagraph (c) above shall be at the Contract price. Payment for the protection partially completed Goods, work in progress, or Manufacturing Materials delivered to and preservation of the property. Failure accepted by Buyer pursuant to subparagraph (c) above shall be in an amount agreed to by Buyer and Seller, and failure to agree will to such amount shall be a dispute under concerning a question of fact within the Disputes clausemeaning ¶ 30, DISPUTE RESOLUTION. The State Seller must transfer title and deliver partially completed Goods, work in progress, or Manufacturing Materials in accordance with Xxxxx’s direction even if the parties have not yet agreed on terms of Payment. Under no circumstances shall a failure of the parties to agree upon payment terms excuse the Seller from performing in accordance with Xxxxx’s direction. Buyer may withhold from these amounts any otherwise due to Seller, such sum the as Buyer reasonably determines to be necessary to protect the State Buyer against loss because of due to or resulting from outstanding liens or claims of former lien holdersholders or for damages otherwise caused by Seller's failure to perform its obligations under this Contract. (f) If, after terminationnotice of termination of this Contract under the provisions of this ¶ 19, it is determined for any reason that the Contractor Seller was not in defaultdefault under the provisions above, or that the default was excusableexcusable under ¶ 16, FORCE MAJEURE, the rights and obligations of the parties shall be the same as if the notice of termination had been issued for the convenience of the Statepursuant to ¶ 20, TERMINATION FOR CONVENIENCE. (g) The rights and remedies of the State Buyer provided in this clause ¶ 19 shall not be exclusive and are in addition to any other rights and remedies provided by applicable law or under this Contract. For the avoidance of doubt, nothing in this ¶ 19 shall limit in any way Buyer’s rights under subparagraph (b) of ¶ 3, DELIVERY.

Termination for Default. a) The State may, subject Fund may terminate the Contract immediately by serving a written Notice to the Force Majeure paragraph contained hereinContractor specifying the reasons for the default if: the Contractor undertakes legal proceedings to dissolve or wind up its business, by written notice or be declared bankrupt and/or insolvent; a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of default the Contractor’s assets and such attachment or process is not discharged within fifteen (15) days; there is a change of ownership or control with respect to the Contractor; the Contractor otherwise loses legal capacity to contract; the Contractor: breaches a material provision of the Contract and fails to remedy such breach within thirty (30) days; or materially breaches any other provision of the Contract at least twice in a continuous six (6) month period and, terminate in each case, fails to remedy the relevant breach within 30 days, and/or breaches any representations or warranties made under this Contract and, in either case, if such breach is capable of remedy, fails to remedy such breach within a reasonable time period notified to it by the Fund; or the Fund determines that the Contractor or a Contractor-Related Person has committed or engaged in unlawful acts, including the Prohibited Practices during the procurement and/or implementation of the Services or the Contract. If the Fund terminates the Contract in whole or in part if due to a default on the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any part of the other provisions of this Contract (but see subparagraph (b)Contractor, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, the Fund may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, procure Services and/or Related Goods or services similar to those terminatedto be provided under the Contract from a third party, and the Contractor will shall be liable to the State for any excess costs for those Goods or servicesthat the Fund may incur in procuring such similar Services and/or Related Goods. HoweverIf only part of the Contract is terminated, the Contractor shall continue performing its obligations provided under parts of the work not terminated. d) Contract that remain effective and the Contractor’s remuneration will be adjusted accordingly. If the Fund terminates the Contract pursuant to Clause 30.5, the Contractor shall forfeit its Performance Security and furthermore, in case the Contract is terminated for default, the State may require the Contractor pursuant to transfer title and deliver Clause 30.5(f) all funds paid to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which be returned to the State has an interestFund. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State may, subject Fund may terminate the Contract immediately by serving a written Notice to the Force Majeure paragraph contained hereinContractor specifying the reasons for the default if: the Contractor undertakes legal proceedings to dissolve or wind up its business, by written notice or be declared bankrupt and/or insolvent; a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of default the Contractor’s assets and such attachment or process is not discharged within fifteen (15) days; there is a change of ownership or control with respect to the Contractor; the Contractor otherwise loses legal capacity to contract; the Contractor: breaches a material provision of the Contract and fails to remedy such breach within thirty (30) days; or materially breaches any other provision of the Contract at least twice in a continuous six (6) month period and, terminate in each case, fails to remedy the relevant breach within 30 days, and/or breaches any representations or warranties made under this Contract and, in either case, if such breach is capable of remedy, fails to remedy such breach within a reasonable time period notified to it by the Fund; or the Fund determines that the Contractor or a Contractor-Related Person has committed or engaged in unlawful acts, including the Prohibited Practices during the procurement and/or implementation of the Services or the Contract. If the Fund terminates the Contract in whole or in part if due to a default on the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any part of the other provisions of this Contract (but see subparagraph (b)Contractor, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, the Fund may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, procure Services and/or Related Goods or services similar to those terminatedto be provided under the Contract from a third party, and the Contractor will shall be liable to the State for any excess costs for those Goods or servicesthat the Fund may incur in procuring such similar Services and/or Related Goods. HoweverIf only part of the Contract is terminated, the Contractor shall continue performing its obligations provided under parts of the work not terminated. d) Contract that remain effective and the Contractor’s remuneration will be adjusted accordingly. If the Fund terminates the Contract pursuant to Clause 16.5, the Contractor shall forfeit its Performance Security and furthermore, in case the Contract is terminated for default, the State may require the Contractor pursuant to transfer title and deliver Clause 16.5(f) all funds paid to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which be returned to the State has an interestFund. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State may, subject to It is understood and agreed that time is of the Force Majeure paragraph contained herein, essence under this order or any extension thereof effected by written notice of default to the Contractor, any change order. Buyer may terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progressorder, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b)through written notice, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it if in Xxxxx’s sole judgement, Seller fails; (i) To make delivery of the product or to perform the service within the time specified hereby, or (ii) To replace or correct defective products in accordance with the provision of those clauses hereof entitled “Warranty” and “Inspection”, or (iii) To perform any of the provisions of this order or fail to make progresses in accordance with the terms herein including delivery schedule, or (iv) If Seller becomes insolvent, admits in writing its inability to pay its debt as they mature, files a voluntary petition in bankruptcy, makes an assignment for the benefit of creditors or if a petition under bankruptcy laws is filed against it. (b) In the event of termination pursuant to this clause, Buyer may acquire, under the procure upon such terms and in the manner the such manner, as Buyer considers may deem appropriate, Goods products and services similar or services substantially similar to those terminated, and the Contractor will . And Seller shall be liable to the State Buyer for any excess costs for those Goods or services. Howeveroccasioned thereby, provided that in the Contractor event Buyer elects to terminate only a portion of the order, then in such event Seller shall continue the work performance of this order to the extent not terminated. d(c) If the Contract this order is terminated for defaultpursuant to paragraph (a)(iv); Buyer, the State in addition to any rights provided herein, may require the Contractor Seller to transfer title and deliver delivery to Buyer. Such transfer shall be done in a manner, time and to the State, as extent directed by Xxxxx for the Buyer, anyfollowing: i. Completed Goods, andAny completed products, ii. Partially completed Goods products and materialsmaterial, parts, tools, dies, jigs, fixturesfixture, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the terminated portion of this Contract. Upon direction performance of the Buyerterminated parts. iii. Seller shall grant Buyer a royalty-free assignable non-exclusive license to use and to license others to use Seller’s designs, processes, drawings and technical data, substantially relating to the Contractor quality of the product terminated hereunder. Seller shall also protect and preserve property in its possession their possession, encompassed in which the State has an interest. e) The State shall pay Contract price this paragraph. Payment for completed Goods products delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted for by Buyer, within this paragraph, shall be an amount agreed upon by Seller and Xxxxx. And such amount shall not exceed the order’s unit price. Seller’s obligation hereunder to carry out Xxxxx’s direction as to delivery protection and preservation of the property. Failure shall not be contingent upon prior agreement as to agree will such amount. (d) If Buyer issues an inappropriate default termination notice, such termination shall be a dispute deem as to be issued under the Disputes clauseclause entitled “Termination for Convenience”, by both Seller and Buyer. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations liabilities of the parties hereto shall in such event be the same as if the termination had been issued for the convenience of the Stategoverned by such clause. g(e) Failure of Buyer to enforce any right under this clause shall not be deemed as waiver of any other right hereunder. The rights and remedies of the State in Buyer under this clause shall not be exclusive but are in addition to any other rights and remedies provided by law or and under this Contractorder. (f) Seller shall not be in default of delay delivery if delay arises by reason of causes beyond the control and without the fault or negligence of the Seller. In the event of an excused delay, Xxxxx has the option to extend the time of performance such that the uncompleted portion of this order is not terminated. Seller shall be allocated the products covered by this order in quantities not less than the ratio that this order bears to the total orders of Seller for the same or similar products at the time of the excused delay. Seller will reasonably notify Buyer of any delay and quality of products available for Buyer.

Termination for Default. (a) The State may, subject ACIC may terminate this Agreement immediately by notice to the Force Majeure paragraph contained hereinAccredited Body if any of the following termination events occur: (i) the Accredited Body breaches a material provision of this Agreement where the breach is not capable of remedy; (ii) the Accredited Body breaches any provision of this Agreement and does not rectify the breach within 14 days after receipt of the ACIC’s notice to do so; (iii) the ACIC considers that its decision to accredit and grant the Accredited Body access to nationally coordinated criminal history checks or use of the Service was affected by a statement in its accreditation application that was incorrect, by written notice incomplete, false or misleading; (iv) the ACIC is satisfied on reasonable grounds that the Accredited Body is unable or unwilling to satisfy the terms of default this Agreement; (v) an event mentioned in subclause 12(b)(iii)(A) or subclause 12(b)(iii)(B) arises; (vi) the Accredited Body comes under any form of administration or assigns its rights otherwise than in accordance with this Agreement; (vii) the Accredited Body is unable to pay all its debts as and when they become payable or fails to comply with a statutory demand; (viii) proceedings are initiated with a view to obtaining an order for winding up the Contractor, terminate this Contract in whole or in part Accredited Body; (ix) if the Contractor fails to: i. Deliver Accredited Body is a local government organisation, the Goods relevant State or Territory Government takes action to perform cease the services within Accredited Body’s operations and/or to amalgamate them with the time specified in the Contract or any amendment theretooperations of another local government organisation; ii. Make progress(x) the Accredited Body becomes bankrupt or enters into a scheme of arrangement with creditors; (xi) anything analogous to, so as or of a similar effect to, anything described in subclauses 24.2(a)(vi) to endanger performance 24.2(a)(x) occurs in respect of the Accredited Body; or (xii) another provision of this Contract (but see subparagraph Agreement allows for termination under this clause 24.2. (b) below); or iii. Perform any If a purported termination by the ACIC under this clause 24.2 is determined by a competent authority not to be properly a termination under this clause 24.2, then that termination by the ACIC will be deemed to be a termination for convenience under clause 24.1 with effect from the date of the other provisions notice of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively termination referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any 24.2. (c) This clause 24.2 does not affect the Commonwealth’s other rights and remedies provided by law or under this ContractAgreement or otherwise at law.

Termination for Default. a) The State A. Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the ContractorSeller, terminate this Contract in the whole or any part of this Agreement in part if any one of the Contractor fails tofollowing circumstances: i. Deliver 1. Seller fails to make delivery of the Goods supplies or to perform the services within the time specified in the Contract herein or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below)extension thereof; or iii2. Perform Seller fails to perform any of the other provisions of this Contract (but see subparagraph (b)Agreement or so fails to make progress as to endanger performance of the Order in accordance with its terms, below). b) The State’s right to terminate and in either of the circumstances specified in this Contract under subparagraphs subpart (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; 3. Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or 4. Seller fails to provide Buyer, in writing, within a reasonable time frame stated in the cure notice issued after demand by the Buyer, adequate assurances of performance by Seller. c) B. If the State terminates this Contract in whole Agreement is so terminated, Buyer may procure or in partotherwise obtain, it may acquire, under the upon such terms and in the such manner the as Buyer considers may deem appropriate, Goods supplies or services similar to those terminated. Seller, and subject to the Contractor will exceptions set forth below, shall be liable to the State Buyer for any excess costs for those Goods of such similar supplies or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to C. Seller shall transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goodsin the manner and to the extent requested in writing by Buyer at or after termination, and ii. Partially such complete or partially completed Goods and articles, property, materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information, information and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the performance of the terminated portion part of this Contract. Upon direction of Agreement and Buyer will pay Seller the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract contract price for completed Goods articles delivered to and acceptedaccepted by Buyer and the fair value of the other Property of Seller so requested and delivered. D. Seller shall continue performance of this Agreement to the extent not terminated. The Contractor and Buyer shall agree on have no obligations to Seller in respect to the amount terminated part of payment for manufacturing materials delivered and accepted for the protection and preservation of the propertythis Agreement except as herein provided. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the Buyer's rights and obligations of the parties as set forth herein shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights in case of Seller's default. E. Seller shall not be liable for damages resulting from default due to causes beyond Seller's control and remedies without Seller's fault or negligence, provided, however, that if Seller's default is caused by the default of a subcontractor or supplier at any tier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and without the fault or negligence of either of them and, provided further, the supplies or services to be furnished by law the subcontractor or under this Contractsupplier were not obtainable from other sources.

Termination for Default. (a) The State CSC may, subject to the Force Majeure paragraph contained hereinparagraphs below, by written notice of default to the ContractorSeller, terminate this Contract Subcontract or any authorizing Purchase Orders in whole or in part if the Contractor Seller fails to: i. 1) Deliver the Goods supplies or to perform the authorized services within the time specified in the Contract this Subcontract, Purchase Order, or any amendment extensions thereto; ii. 2) Make progress, so as to endanger performance of this Contract Subcontract and/or authorized Purchase Orders; 3) Perform any other of its obligations of this Subcontract and/or authorized Purchase Orders; or 4) Conduct its operations in the normal course of business (but see subparagraph including inability to meet its obligations as they mature); or becomes insolvent or makes a general assignment for the benefit of creditors; or if any proceedings are commenced by or against the Seller under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, or liquidation law or statute; or if a trustee, receiver, liquidator, or conservator for the Seller is applied for or appointed. (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The StateCSC’s right to terminate this Contract under subparagraphs (a)(iiSubcontract and authorized Purchase Orders, pursuant to a) and (a)(iii) above, above may be exercised if the Contractor Seller does not cure such failure within 10 calendar days (or more if authorized in writing by CSC) after receipt of written notice from the time frame stated in CSC-AUTEC Contracts Manager specifying the cure notice issued by the Buyerfailure. (c) If the State CSC terminates this Contract Subcontract or any authorized Purchase Orders, in whole or in part, it may acquire, under the terms and in the manner the Buyer CSC considers appropriate, Goods supplies or services similar to to, those terminated, and the Contractor will Seller may be liable to the State CSC for any all excess costs for those Goods supplies or servicesservices in accordance with Part I, Article 8. However, the Contractor Seller shall continue the work not terminated. (d) Except for defaults of its subcontractors at any tier, the Seller shall not be liable for any excess costs if the failure to perform the contract arises from causes beyond the control and without the fault or negligence of the Seller. If the Contract failure to perform is caused by the default of any subcontractor of Seller at any tier, and if the cause of default is beyond the control of both the Seller and subcontractor, and without the fault or negligence of either, the Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in sufficient time for the Seller to meet the required delivery schedule. (e) If this Subcontract or any authorized Purchase Orders is terminated for default, the State CSC may require the Contractor Seller to transfer title and deliver to the StateCustomer or CSC, as directed by the BuyerCSC’s AUTEC, any: i. Completed GoodsSubcontracts Administrator, and ii. Partially any (1) completed Goods supplies, and (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced produced, configured or acquired for the terminated portion of this ContractSubcontract. Upon direction of the BuyerCSC, the Contractor Seller shall also protect and preserve property in its possession in which the State CSC has an a security interest. e(f) The State CSC shall pay Contract the Subcontract price for completed Goods delivered services performed and accepted. The Contractor Seller and Buyer CSC shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clauseClause. The State CSC may withhold from these amounts any a sum the Buyer CSC’s AUTEC Contracts Manager determines to be necessary to protect the State CSC against loss because of outstanding liens or claims of former lien holdersliability. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. (g) The rights and remedies of the State CSC in this clause are in addition to any other rights and remedies provided by law or under this ContractSubcontract.

Termination for Default. aEither the District or Consultant may terminate this Agreement upon seven (7) The State may, subject days advance written notice to the Force Majeure paragraph contained hereinother if there is a default by the other Party in its performance of a material obligation hereunder and such default in performance is not caused by the Party initiating the termination. Such termination shall be deemed effective the seventh (7th) day following the date of the written termination notice, by unless during such seven (7) day period, the Party receiving the written termination notice of default commences to cure it default(s) and diligently thereafter prosecutes such cure to completion. In addition to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The StateDistrict’s right to terminate this Agreement pursuant to the foregoing, the District may terminate this Agreement upon written notice to Consultant if: (i) Consultant becomes bankrupt or insolvent, which shall include without limitation, a general assignment for the benefit of creditors or the filing by Consultant or a third party of a petition to reorganize debts or for protection under any bankruptcy or similar law or if a trustee or receiver is appointed for Consultant or any of Consultant’s property on account of Consultant’s insolvency; or (ii) if Consultant disregards applicable laws, codes, ordinances, rules or regulations. If the District exercises the right of termination hereunder, the Contract under subparagraphs (a)(ii) Price due the Consultant, if any, shall be based upon Consultant Services, authorized Additional Consultant Services and (a)(iii) aboveReimbursable Expenses incurred or provided prior the effective date of the District’s termination of this Agreement, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued reduced by the Buyer. cDistrict’s prior payments of the Contract Price and losses, damages, or other costs sustained by the District arising out of the termination of this Agreement or the cause(s) If the State terminates for termination of this Contract in whole or in part, it may acquire, under the terms Agreement. Consultant shall remain responsible and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State District for any excess all losses, damages or other costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver sustained by District arising out of termination pursuant to the Stateforegoing or otherwise arising out of Consultant’s default hereunder, as directed by to the Buyerextent that such losses, any: i. Completed Goodsdamages or other costs exceed any amount due Consultant hereunder for Consultant Services, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced Reimbursable Expenses or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interestauthorized Additional Consultant Services. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State maya. If Contractor does not perform in accordance with all terms of this Contract, subject to or any part thereof, including in accordance with any schedule or any extension thereof or, in the Force Majeure paragraph contained hereinabsence of such a schedule in a timely manner; or if the Contractor shall become insolvent, by written notice bankrupt or make an assignment for the benefit of default to creditors, or if its property or affairs shall be put in the Contractor, terminate this Contract in whole hands of a receiver; or in part if the Contractor fails to: i. Deliver to comply with any other provision of the Goods Contract, or so fails to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so make progress as to endanger performance of this the Contract (but see subparagraph (b) below); or iii. Perform any in accordance with its terms, and in either of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor these two latter circumstances does not cure such failure within a period of ten (10) calendar days after receipt of notice from the time frame stated District specifying such failure, the District shall have the following rights and remedies in the cure notice issued addition to any others provided by the Buyer.law: c(1) If the State terminates Contractor refuses or fails to procure the goods or any separable part, with the diligence that will insure its delivery within the time specified in this Contract or any extension or fails to complete the goods within this time, or if the Contractor fails to comply with any other provisions of this Contract, the District may terminate this Contract for default. The District shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the District may take over the procurement of the goods and complete it by contract. The Contractor and its sureties shall be liable for any damage to the District resulting from the Contractor’s refusal or failure to complete the manufacturing of the Goods within specified time, whether or not the Contractor’s right to proceed with the production of the Goods is terminated. These costs include any increased expenses incurred by the District over the contract amount in whole or in part, it may acquire, under order to have the terms and in Work completed. In the manner the Buyer considers appropriate, Goods or services similar to those terminated, and event of Default the Contractor will be liable return all progress, partial, or advance payments to the State for any excess costs for those Goods or servicesDistrict. HoweverAdditionally, the Contractor shall continue pay to the work District any and all attorney’s fees incurred by the District pertaining to Contractor’s default, whether or not terminatedlitigations ensues, and all costs of the District’s paid staff incurred in order to remedy the default and/or complete the Work contracted for. d(2) If The right to declare the Contractor in default and to terminate the Contract is terminated for default, as to any part of the State may require the Contractor to transfer title and deliver Work not yet accepted herein; in any event reserving to the StateDistrict its rights to actual damages, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced liquidated or acquired for the terminated portion otherwise arising out of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interestany such takeover or default. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) b. If, after terminationnotice of termination of the Contract, it is determined for any reason that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued for the convenience of the Statepursuant to Section 32 (Termination For Convenience). g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State mayIf SELLER should be or become financially insolvent, subject make a general assignment for the benefit of creditors, have any proceeding brought by or against it seeking any reorganization, rearrangement, composition, readjustment, liquidation, dissolution, or similar relief Neeltran Inc. may terminate this AGREEMENT upon written notice to SELLER. (b) If SELLER shall fail to timely perform or fulfill, in the manner herein provided, any obligation or condition required to be performed or fulfilled and such failure is not excused under Article 15: Force Majeure paragraph contained hereinprovision, or a correction of the specified default under Article 20 (b) is not initiated and pursued with due diligence within fifteen (15) days after SELLER’s receipt of written notice from Neeltran Inc. specifying such failure and not completed within thirty (30) days of Seller’s receipt of Neeltran Inc. notice, unless said correction cannot be physically completed within thirty (30) days, in which case, if such correction is not completed within 90 days from Neeltran Inc. notice, then, Neeltran Inc. shall have the right to terminate the applicable SOW and related Purchase Order by written notice to SELLER given at any time thereafter prior to Seller’s completion of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; iicorrection. Make progress, so as to endanger performance Any termination of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of AGREEMENT pursuant to this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties provision shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to and shall not be exclusive of or prejudicial to, any other rights and or remedies provided by at law or in equity which Neeltran Inc. may have on account of the default of SELLER. In the event of a termination due to SELLER’s default under this ContractArticle 20 and failure to initiate, pursue and complete a correction as set forth herein, SELLER shall deliver to Neeltran Inc. all documents prepared and all units of equipment completed under this AGREEMENT as of the date of termination.

Termination for Default. a) The State may, subject to the Force Majeure paragraph contained herein, by written notice of default to the Contractor, Department may terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of work under this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b)contract in whole, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, whenever the MCO defaults in performance of this contract and fails to cure such default or make progress satisfactory to the Department toward contract performance within a period of 30 days after receipt of notice of default (or such longer period as the Department may allow). Such termination will be referred to herein as "Termination for Default." If after notice of termination of the contract for default, it is determined by the State or a court that the MCO was not in default or that the MCO’s failure to perform or make progress in performance was due to causes beyond control and without the error or negligence of the MCO, or any subcontractor, the notice of termination will be deemed to have been issued as a termination for the convenience of the Department, and the rights and obligations of the parties will be governed accordingly. In the event the Department terminates the contract in full or in part as provided in this clause, the Department may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or procure services similar to those terminated, and the Contractor MCO will be liable to the State Department for any excess costs for those Goods or servicessuch similar services for any calendar month for which the MCO has been paid to provide services to Medicaid clients. HoweverPrior to the termination for default of the MCO, the Contractor shall continue Department may take the work not terminated. d) If following steps:  After a hearing before the Contract administrative law judge, if one is terminated requested by the MCO as set forth in Section 6.8, provide the MCO with written notice of the decision affirming or reversing the proposed termination of the contract, and the effective date of the termination, if applicable; and  For an affirming decision, give enrollees of the MCO notice of the termination, and information regarding enrollees’ options for receiving covered services following the termination, and the right to terminate enrollment in the MCO immediately without cause. In the event of a termination for default, the State MCO must be paid for those services which the MCO has provided. The MCO may require the Contractor to transfer title and deliver terminate performance of work under this contract in whole, or in part, with written notification to the StateDepartment, as directed by whenever the Buyer, any: i. Completed Goods, and ii. Partially completed Goods Department fails to make payment for services under this contract for 60 days and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred fails to as “manufacturing materials” in this clause) that the Contractor has specifically produced cure such non-payment or acquired for the terminated portion make progress toward curing nonpayment within a period of this Contract. Upon direction 30 days after receipt of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and acceptedMCO’s written notice of termination. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State Department provided in this clause are not exclusive and are in addition to any other rights and remedies provided by law or under this Contractcontract. If the Department terminates the contract for default, the MCO will be responsible for all reasonable costs incurred by the Department, the State of West Virginia, or any of its administrative agencies to replace the MCO. These costs include, but are not limited to, the costs of procuring a substitute vendor and the cost of any claim or litigation that is reasonably attributable to the MCO’s failure to perform any service in accordance with the terms of the contract.

Termination for Default. aEither the District or the Consultant may terminate this Agreement and all pending PAAs upon seven (7) The State may, subject days advance written notice to the Force Majeure paragraph contained hereinother if there is a default by the other Party in its performance of a material obligation hereunder and such default in performance is not caused by the Party initiating the termination. Such termination will be deemed effective the seventh (7th) day following the date of the written termination notice, by unless during such seven (7) day period, the Party receiving the written termination notice of default will commence to cure it default(s) and diligently thereafter prosecute such cure to completion. In addition to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The StateDistrict’s right to terminate this Agreement and all pending PAAs pursuant to the foregoing, the District may terminate this Agreement and all pending PAAs upon written notice to Consultant if: (i) Consultant becomes bankrupt or insolvent, which will include without limitation, a general assignment for the benefit of creditors or the filing by Consultant or a third party of a petition to reorganize debts or for protection under any bankruptcy or similar law or if a trustee or receiver is appointed for Consultant or any of Consultant’s property on account of Consultant’s insolvency; or (ii) if Consultant disregards applicable laws, codes, ordinances, rules or regulations. If the District exercises the right of termination hereunder, the Contract under subparagraphs (a)(ii) Price due the Consultant, if any, will be based upon Professional Services and (a)(iii) aboveauthorized Additional Professional Services for Assigned Projects provided prior the effective date of the District’s termination of this Agreement, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued reduced by the Buyer. cDistrict’s prior payments of the Contract Price for the Assigned Projects and losses, damages, or other costs sustained by the District arising out of the termination of this Agreement or the cause(s) If the State terminates for termination of this Contract in whole or in part, it may acquire, under the terms Agreement. Consultant will remain responsible and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess District all losses, damages or other costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver sustained by District arising out of termination pursuant to the Stateforegoing or otherwise arising out of Consultant’s default hereunder, as directed by to the Buyerextent that such losses, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced damages or acquired other costs exceed any amount due Consultant hereunder for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interestProfessional Services or authorized Additional Professional Services. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) a. The State Owner may, subject to the Force Majeure paragraph contained hereinParagraph b and d below, by written notice of default to the ContractorPrivate Entity, terminate this Contract Agreement in whole or in part if the Contractor Private Entity fails to: i. Deliver 1. Substantially complete any of the Goods or to perform the services material requirements of this Agreement within the time specified in the Contract Agreement or any amendment theretoextension; ii2. Make progress, so as to materially endanger performance of this Contract (but see subparagraph (b) below)Agreement; or iii3. Provide services and/or workmanship and materials as called for by the Agreement; or 4. Perform any of the other material provisions of this Contract Agreement (but see subparagraph (b), belowSubparagraph b following). b) The State’s right to b. Owner may terminate this Contract Agreement under subparagraphs (a)(ii) and (a)(iii) above, may be exercised Paragraph a if the Contractor Private Entity does not commence to cure such the failure within the time frame stated ten (10) calendar days (or more if authorized in the cure notice issued writing by the BuyerOwner’s Representative) after receipt of the notice from the Owner’s Representative specifying the failure. c) c. Owner may terminate this Agreement without notice or opportunity to cure if Private Entity declares bankruptcy or is involuntarily placed into bankruptcy. d. If the State Owner terminates this Contract Agreement in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods acquire similar supplies or services similar to those terminatedor complete the Work as reasonable and as Owner deems appropriate, and the Contractor Private Entity will be liable to the State Owner for any excess costs for those Goods or servicescosts. However, the Contractor shall Private Entity must continue the work Work not terminated. d) e. If the Contract this Agreement is terminated for default, the State Owner may require the Contractor Private Entity to transfer title and deliver to the StateOwner, as directed by the BuyerOwner’s Representative, any: i. Completed Goodsany completed supplies, and ii. Partially partially completed Goods supplies, and materials, parts, tools, dies, jigs, fixtures, plans, drawings, specifications, electronic copies, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Private Entity has specifically produced or acquired for the terminated portion of this ContractAgreement. Upon direction of the BuyerOwner’s Representative, the Contractor shall Private Entity must also protect and preserve property in its possession in which the State Owner has an ownership interest. e) f. The State shall Owner will pay Contract the Agreement price for completed Goods items delivered and acceptedaccepted and the actual costs incurred for incomplete Work that the Owner requires be delivered, and is delivered. The Contractor Private Entity and Buyer shall Owner’s Representative may agree on the amount of payment for manufacturing materials items delivered and accepted under Paragraph e above for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clauseSection 17.5 of this Agreement. The State Owner may withhold from these amounts any sum the Buyer Owner’s Representative determines to be necessary to protect the State Owner against loss because of outstanding liens claims or claims of former lien holdersfor any other amounts the Private Entity owes to the Owner. f) g. If, after termination, it is determined that the Contractor Private Entity was not in default, or that the default delay was excusable, the rights and obligations of the parties shall will be the same as if the termination had been issued for the convenience of the Stateand such termination shall be deemed to have been for convenience. g) h. The rights and remedies of the State in Owner under this clause Section 18.2 are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a) The State Buyer may, subject after providing Seller with ten (10) calendar days written notice, and upon Seller’s failure to the Force Majeure paragraph contained herein, by written notice of cure such default to the Contractorin that ten (10) day period (“Cure Period”),, terminate this Contract Purchase Order in whole or in part if the Contractor fails to: i. Deliver the Goods at any time by notice in writing for (i) breach of any one or more of its terms, (ii) failure to perform the deliver goods or services within the time specified in the Contract by this Purchase Order or any amendment thereto; ii. Make progresswritten extension, (iii) failure to make progress so as to endanger performance of this Contract Purchase Order, or (but see subparagraph (biv) below)failure to provide adequate assurance of future performance; or iiiprovided, however, there shall be no Cure Period for default related to failure to meet the delivery schedule or defaults incapable of cure. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to Buyer may also terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract Purchase Order in whole or in partpart without a cure period in the event of Seller’s suspension of business, it may acquireinability to pay debts, insolvency, appointment of a receiver, liquidator or administrator for Seller’s property or business, any assignment, reorganisation or arrangement by Seller for the benefit of its creditors, or any analogous event. In the event of partial termination, Seller is not excused from performance of the non-terminated balance of work under the terms Purchase Order. (b) In the event of Seller’s default hereunder, Buyer may exercise any or all rights and remedies accruing to it, both at law, including without limitation, those implied into this Purchase Order by the United Kingdom Sale of Goods Xxx 0000 as amended, or in equity. In addition, in the manner the event Buyer considers appropriateterminates for default all or any part of this Purchase Order, Goods or services similar to those terminated, and the Contractor will Seller shall be liable to the State for any Buyer’s excess costs for those Goods or services. However, the Contractor shall continue the work not terminatedre-procurement costs. d(c) If the Contract this Purchase Order is terminated for default, the State Buyer may require the Contractor Seller to transfer title to, and deliver to the StateBuyer, as directed by the Buyer, any: i. Completed Goodsany (1) completed supplies, and ii. Partially and (2) partially completed Goods supplies and materials, including but not limited to parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clauseManufacturing Materials”) that the Contractor Seller has specifically produced or acquired for the terminated portion of this ContractPurchase Order. Upon direction of the Buyer, the Contractor Seller shall also protect and preserve property in its possession in which the State Buyer has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. aIn addition to any other remedies or rights afforded by law, Buyer reserves the right to cancel all or any part of this Purchase Order, for default of Seller, if Seller: (i) The State mayrepudiates or breaches any of the terms of this Purchase Order, subject to the Force Majeure paragraph contained herein, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor including Seller's warranties; (ii) fails to: i. Deliver the Goods or to perform the services within the time or deliver goods as specified in the Contract by Buyer; or any amendment thereto; ii. Make progress, (iii) fails to make progress so as to endanger performance timely and proper completion of this Contract services or delivery of goods, and does not correct such failure or breach within ten (but see subparagraph 10) days after receipt of written notice from Buyer specifying such failure or breach; and (bvi) below); or iii. Perform if it can be determined that the Seller is not complying with any of its obligations set forth in the Purchase Orders or in any of the applicable laws to said, including without limitation those related with the fulfillment of its obligations in; (x) tax matters; (y) accordance with the Anti-Corruption, Anti-Money laundering, Anti-Terrorism and the Labor Legislation regulations; (z) prevention of crimes matters; (aa) labor and collective; as well as; (bb) any other provisions applicable ethical obligations. Seller shall reimburse Buyer for all costs Buyer incurs in connection with any of the foregoing whether or not this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those Purchase Order is terminated, and the Contractor including, but not limited to, all attorneys' or other professional fees. If Buyer terminates its purchase obligations pursuant to this paragraph, Buyer will be liable have no obligations to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” Seller in this clause) that the Contractor has specifically produced or acquired for respect of the terminated portion of this Contract. Upon direction Purchase Order and Buyer's liability will be limited to the delivered portion of this Purchase Order at the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree rate specified on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the propertyface hereof. Failure to agree Buyer will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines entitled to be necessary recover all damages or losses attributable to protect the State against loss because of outstanding liens or claims of former lien holders. f) Ifsuch repudiation, after termination, it is determined that the Contractor was not in defaultbreach, or that the default was excusablefailure by Seller. 13. TERMINACIÓN POR INCUMPLIMIENTO. Además de cualquier otro recurso o derecho otorgado por xx xxx, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Stateel Comprador se reserva el derecho de cancelar toda o cualquier parte de esta Orden de Compra, por incumplimiento del Vendedor, si éste (i) repudia o incumple cualquiera de los términos de esta Orden de Compra, incluyendo las garantías del Vendedor; (ii) no realiza los servicios o entrega las mercancías según lo especificado por el Comprador; o (iii) no avanza de forma que ponga en peligro la finalización en tiempo y forma de los servicios o la entrega de los bienes, y no corrige dicho incumplimiento o violación dentro de los diez (10) xxxx siguientes a la recepción de la notificación escrita del Comprador especificando dicho incumplimiento o violación; y (vi) si se determina que el Vendedor no está cumpliendo con cualquiera de sus obligaciones establecidas en las Órdenes de Compra o en cualquiera de las leyes aplicables a las mismas, incluyendo sin limitación las relacionadas con el cumplimiento de sus obligaciones en; (x) materia fiscal; (y) conformidad con la normativa Anticorrupción, Anti-Lavado de Dinero, Antiterrorista y la Legislación Laboral; (z) materia de prevención de delitos; (aa) laboral y colectiva; así como; (bb) cualquier otra obligación ética aplicable. El Vendedor reembolsará al Comprador todos los costos en los que éste incurra en relación con cualquiera de los aspectos anteriores, tanto si se rescinde la presente Orden de Compra o no, incluyendo sin limitación, todos los honorarios de abogados u otros profesionales.. Si el Comprador termina sus obligaciones de compra de conformidad con este párrafo, el Comprador no tendrá ninguna obligación para con el Vendedor con respecto a la parte rescindida de esta Orden de Compra y la responsabilidad del Comprador se limitará a la parte entregada de esta Orden de Compra a la tarifa especificada en el anverso de la misma. El Comprador tendrá derecho a recuperar todos los xxxxx o pérdidas atribuibles a dicho repudio, incumplimiento o falta del Vendedor. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the ContractorSeller, terminate this Contract in the whole or any part of this Order in part if any one of the Contractor fails tofollowing circumstances: i. Deliver (i) Seller fails to make delivery of the Goods goods or to perform the services within the time specified in the Contract herein or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below)extension thereof; or iii. Perform (ii) Seller fails to perform any of the other provisions of this Contract (but see subparagraph (b)Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, below). b) The State’s right to terminate and in either of the circumstances specified in this Contract under subparagraphs subpart (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv) Seller fails to provide Buyer, in writing, within the time frame stated in the cure notice issued specified by the Buyer, adequate assurances of performance. c(b) If the State terminates this Contract in whole Order is so terminated, Buyer may procure or in partotherwise obtain, it may acquire, under the upon such terms and in the such manner the as Buyer considers may deem appropriate, Goods goods or services similar to those terminated. Seller, and subject to the Contractor will exceptions set forth below, shall be liable to the State Buyer for any excess costs for those Goods of such similar goods or services. However, the Contractor shall continue the work not terminated. d(c) If the Contract is terminated for default, the State may require the Contractor to Seller shall transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goodsin the manner and to the extent requested in writing by Buyer at or after termination, and ii. Partially such complete or partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to goods as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the performance of the terminated portion part of this Contract. Upon direction Order and Buyer will only pay Seller the Order price of the Buyer, the Contractor goods and services accepted. Seller shall also protect deliver to Buyer the Seller Intellectual Property, including all technical data and preserve property commercial computer software, solely to the extent necessary for Buyer to perform the requirements of its prime or higher-tier contracts and/or complete its own and Seller’s obligations in its possession in which the State has an interestconnection with this Order. e(d) The State Seller shall pay Contract price for completed Goods delivered and acceptedcontinue performance of this Order to the extent not terminated. The Contractor and Buyer shall agree on have no obligations to Seller in respect to the amount terminated part of payment for manufacturing materials delivered and accepted for the protection and preservation of the propertythis Order except as herein provided. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the Buyer's rights and obligations of the parties as set forth herein shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights in case of Seller's default. (e) Seller shall not be liable for damages resulting from default due to causes beyond Seller's control and remedies without Seller's fault or negligence, provided, however, that if Seller's default is caused by the default of a subcontractor or supplier at any tier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and without the fault or negligence of either of them and, provided further, the supplies or services to be furnished by law the subcontractor or under this Contractsupplier were not obtainable from other sources.

Termination for Default. a) The State mayA. Subject to paragraphs C and D below, subject to the Force Majeure paragraph contained hereinBuyer may terminate this Agreement in whole or in part, by written notice of default to the Contractor, terminate this Contract in whole or in part Seller if the Contractor fails toSeller: i. Deliver 1. Fails to deliver the Goods Products or to perform the services Services within the time specified in the Contract this Agreement or any amendment theretowritten extension; ii2. Make progress, Fails to make progress so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform Agreement or to perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) Agreement and (a)(iii) above, may be exercised if the Contractor does not cure such that failure within a period of ten (10) days after receipt of the time frame stated notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the cure notice issued by the Buyerevent a trustee or receiver is appointed for Seller’s property or business, or assignment. c) B. If the State Buyer terminates this Contract Agreement in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods Products or services Services similar to those terminated, and the Contractor Seller will be liable to the State Buyer for any excess costs for those Goods Products or servicesServices. However, the Contractor Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at Seller’s cost. d) C. If the Contract failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted Products or Services were obtainable from other sources in sufficient time for Seller to meet the required delivery schedule. D. If this Agreement is terminated for default, the State Buyer may require the Contractor Seller to transfer title and deliver to the StateBuyer, as directed by the BuyerXxxxx, any: i. Completed Goodsany (1) completed Products, and ii. Partially and (2) partially completed Goods Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the terminated portion of this ContractAgreement. Upon direction of the Buyer, the Contractor Seller shall also protect and preserve property in its possession in which the State Buyer has an interest. e) The State E. Buyer shall pay Contract the Agreement price for completed Goods Products delivered or Services performed and acceptedAccepted. The Contractor Seller and Buyer Xxxxx shall agree on the amount of payment for manufacturing materials delivered and accepted Accepted and for the protection and preservation of the property. Failure . F. Buyer shall, at its option, have the right to agree will be a dispute set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Agreement, all deposits, amounts, or balances held by Buyer for the Disputes clause. The State may withhold from these account of Seller, any amounts owed by Buyer to Seller, and any sum the Buyer determines to be necessary to protect the State Buyer against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) G. The rights and remedies of the State Buyer in this clause are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a) The State Buyer may, subject without prejudice to the Force Majeure paragraph contained hereinany other rights or remedies provided by law or under this Order, by written notice Notice of default to the ContractorDefault by Seller, terminate this Contract the Order in whole or in part if in any one of the Contractor fails tofollowing circumstances: i. Deliver (1) If Seller has been declared bankrupt, makes an assignment for the Goods benefit of creditors, or is in receivership; or. (2) If Seller fails to perform the services within work or deliver the time services, supplies, equipment, goods, or other deliverable items (“Deliverables”) in accordance with the delivery or performance schedules, or any extension thereof, specified in the Contract Order or any amendment thereto; ii. Make progress, so as otherwise established between the Parties; or (3) If Seller fails to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform perform any of the other provisions terms of this Contract Order, or so fails to make progress as to endanger the performance of this Order in accordance with its terms (but see subparagraph (bincluding delivery or performance schedules), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor in either of these two circumstances does not cure such failure within the time frame stated a period of ten (10) days (or such longer period as Buyer may authorize in the cure writing) after receipt of notice issued by the Buyerfrom Buyer specifying such failure. (1) If at any time it appears to Buyer that Seller has not or will not meet this Order’s delivery schedule, or any extension thereof, Buyer shall have the right to require Seller to submit a revised delivery schedule together with adequate documentation to support the reasonableness of the revised schedule. The revised schedule shall provide a specific date for the delivery of each Deliverable item under this Order and shall not be submitted subject to any contingencies. (2) Such request shall not be deemed a waiver of any existing delivery schedule or any other rights of Buyer under this Order. (3) If Seller fails to submit a revised delivery schedule as specified above, or any extension thereof granted by Buyer, Seller shall be deemed to have failed to make delivery within the meaning of the “Default” provisions hereof and this Order shall be subject to termination. (c) If In the State event Buyer terminates this Contract Order in whole or in partpart as provided in subparagraph 9(a), it Buyer may acquireprocure, under the upon such terms and in the such manner the Buyer considers as it may reasonably deem appropriate, Goods deliverables or services similar to those so terminated, and the Contractor will Seller shall be liable to Buyer for any excess costs reasonably incurred for such similar supplies or services; provided that Seller shall continue the State performance of this Order to the extent not terminated under the provisions of this paragraph 9. (d) Except with respect to defaults of Seller’s subcontractors, Seller shall not be liable for any excess costs if the failure to perform the Order arises out of causes beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller, provided Seller gives Xxxxx written notice of such causes within twenty (20) days of the occurrence thereof and within the period of delivery agreed upon. Such clauses may include, but are not restricted to, acts of God or of a public enemy, acts of Buyer, acts of a government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, and freight embargoes; but in every case the failure to perform must be beyond the control and without the fault or negligence of, and despite the exercise of utmost diligence by, Seller. If failure to perform is caused by default of Seller’s subcontractor, and if such default arises out of causes beyond the control of both Seller and its subcontractor, and without the fault or negligence of, and despite the exercise of utmost diligence by, either of them, Seller shall not be liable for any excess costs for those Goods failure to perform, unless the supplies or services. However, services to be furnished by Seller’s subcontractor were obtainable from other sources in sufficient time to permit seller to meet the Contractor shall continue the work not terminatedrequired delivery schedule. d(e) If the Contract this Order is terminated for defaultas provided in this paragraph 9, the State Buyer, in addition to other rights afforded by this paragraph 9, may require the Contractor Seller to transfer title to and deliver to Buyer, in the State, as manner and to the extent directed by the Buyer, any: i. Completed Goods, and ii. Partially : (1) any completed Goods Deliverables; and (2) such partially completed Deliverables and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, contract rights and Contract rights the like (collectively referred to “Manufacturing Materials”) as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the terminated portion performance of such part of this Contract. Upon Order as has been terminated, and Seller shall, upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession of Seller in which the State Buyer has an interest. e(f) The State Payment for Deliverables completed by Seller prior to such termination and delivered to and accepted by Buyer shall pay Contract be at the price for completed Goods such Deliverables specified in the Order. Payment for Manufacturing Materials delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer, and for the protection and preservation of property, shall be in an amount agreed upon by the propertyParties pursuant to good faith negotiation. Failure to agree will be a dispute under the Disputes clause. The State Buyer may withhold from these amounts any otherwise due Seller under this paragraph such sum the as Buyer determines to be reasonably deems necessary to cover the additional cost of completing the Order and to protect the State Buyer against loss because of outstanding liens or claims of former lien holders. f(g) If, after terminationa notice of termination under the provisions of subparagraph 9(a) has been issued, it is determined that the Contractor was not in defaultfailure to perform this Order is due to causes beyond the control and without the fault or negligence of Seller or any of its suppliers or subcontractors, or that such notice of termination shall be deemed to have been issued pursuant to the default was excusable“Termination for Convenience” provisions of paragraph 8, and the rights and obligations of the parties shall Parties shall, in such event, be the same as if the termination had been issued for the convenience of the Stategoverned by such provisions. g(h) The rights and remedies of the State Buyer provided in this clause paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law at law, or in equity, or under this ContractOrder.

Termination for Default. (a) The State may, subject to BPI may terminate the Force Majeure paragraph contained herein, by written notice whole or any part of default to the Contractor, terminate this Purchase Order/Contract in whole or in part if any of the Contractor fails tofollowing circumstances: i. Deliver 1. If the Seller fails to deliver the Goods or to perform the services required by this Purchase Order/Contract within the time specified in the Contract herein, or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below)extension thereof granted by BPI in writing; or iii2. Perform If Seller fails to perform any of the other provisions of this Purchase Order/Contract or fails to make progress as to endanger performance of this Purchase Order/Contract in accordance with its terms, and in either of these two (but see subparagraph (b), below). b2) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor circumstances does not cure give adequate assurances regarding such failure within a period of ten (10) days after receipt of notice from BPI specifying such failure, or 3. In the time frame stated in event of suspension of Seller’s business, insolvency, institution of bankruptcy, liquidation proceedings by or against Seller, appointment of a trustee or receiver for Seller’s property of business, or any assignment, reorganization or arrangement by Seller for the cure notice issued by the Buyerbenefit of creditors. c(b) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State BPI may require the Contractor Seller to transfer title and deliver to BPI in the State, as manner and to the extent directed by the Buyer, any: i. Completed BPI (1) any completed Goods, and ii. Partially ; and (2) such partially completed Goods and materials, parts, tools, tools dies, jigs, fixtures, plans, plans drawings, information, and Purchase Order/Contract rights rights, (collectively referred to as hereinafter called “manufacturing materials” in this clause”) that the Contractor as Seller has specifically produced or acquired for the terminated portion performance of this Purchase Order/Contract. Upon direction , including the assignment to BPI of the Buyer, the Contractor Seller’s subcontracts’ and Seller shall also protect and preserve property in its possession of Seller in which the State BPI has an interest. e) The State shall pay Contract price . Payment for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted for by BPI shall be at a price determined in the protection and preservation of the propertysame manner as provided in Article 11 hereof, except that Seller shall not be entitled to profit. Failure to agree will be a dispute under the Disputes clause. The State BPI may withhold from these Seller monies otherwise due Seller for completed Goods and/or manufacturing materials in such amounts any sum the Buyer as BPI determines to be necessary to protect the State BPI against loss because of due to outstanding liens or claims of former lien holdersagainst said goods. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. ‌ (a) The State mayWithout limiting any other rights or remedies ARENA may have arising out of or in connection with this Agreement, subject ARENA may terminate this Agreement or reduce the scope of the Measure effective immediately by giving notice to the Force Majeure paragraph contained hereinRecipient if: (i) the Recipient breaches any provision of this Agreement where that breach is not capable of remedy; (ii) the Recipient breaches any provision of this Agreement and fails to remedy the breach within 30 days after receiving notice requiring it to do so; (iii) the Recipient has spent Funds other than in accordance with this Agreement; (iv) in the opinion of ARENA, a conflict of interest exists which would prevent the Recipient from performing its obligations under this Agreement; (v) Recipient Contributions or Other Contributions are not used for the Measure in accordance with the timeframes specified in items 4 and 5 of Schedule 4; (vi) the Recipient: (A) Abandons the Measure; (B) notifies ARENA of an intention to Abandon the Measure; or (C) states an intention to Abandon the Measure, and does not, when requested by written notice ARENA, demonstrate to ARENA's satisfaction within 14 days that the Recipient will proceed with the Measure; (vii) in ARENA's reasonable opinion, it is unlikely that the Recipient will be able to complete a Milestone to ARENA's satisfaction; (viii) the completion date for a Milestone has passed and the Recipient has not completed the Milestone; (ix) ARENA is satisfied that any statement made in the Application is incorrect, incomplete, false or misleading in a way which would have affected the original decision to approve the provision of the funding under this Agreement; (x) a Related Agreement is terminated by ARENA for default by the Recipient; (xi) a Related Commonwealth Agreement is terminated by the Commonwealth for default by the Recipient; or (xii) an Insolvency Event occurs in relation to the Contractor, terminate this Contract in whole Recipient or in part if the Contractor fails to:a Measure Participant. i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any If the scope of the other provisions Measure is reduced under this clause 24.2: (i) ARENA's liability to pay the funding under this Agreement abates in accordance with the reduction in the Measure; and (ii) the Recipient must continue to undertake any part of this Contract the Measure not affected by the notice (but see subparagraph (b)unless the Recipient, belowacting reasonably, notifies ARENA that it is not commercially viable to do so). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State If Default occurs, the Party that is not the Defaulting Party (the “Non Defaulting Party”) may, subject for so long as the Default is continuing and without limiting any other rights or remedies available to the Force Majeure paragraph contained hereinNon-Defaulting Party under this Agreement, by written notice of default (“Termination Notice”) to the ContractorDefaulting Party (i) establish a date (which shall be no earlier than the date of such notice and no later than twenty (20) days after the date of such notice) (“Early Termination Date”) on which this Agreement shall terminate, terminate this Contract and (ii) withhold any payments due in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance respect of this Contract (but see subparagraph Agreement; provided, upon the occurrence of any Default of the type described in Section 13.1(d) or Section 13.1(e), this Agreement shall automatically terminate, without notice or other action by either Party as if an Early Termination Date had been declared immediately prior to such event. (b) below); or iiiIf an Early Termination Date has been designated, the Non-Defaulting Party shall calculate in a commercially reasonable manner its Gains, Losses and Costs resulting from the termination of this Agreement and the resulting Termination Payment. Perform any The Gains, Losses and Costs relating to the Facility Energy and Environmental Attributes that would have been required to be delivered under this Agreement had it not been terminated shall be determined by comparing the amounts Buyer would have paid therefor under this Agreement to the equivalent quantities and relevant market prices either quoted by a bona fide third party offer or which are reasonably expected by Buyer to be available in the market under a replacement contract for this Agreement covering the same products and having a term equal to the Remaining Term at the date of the Termination Notice adjusted to account for differences in transmission, if any. The Non-Defaulting Party shall not be required to enter into any such replacement agreement in order to determine its Gains, Losses and Costs or the Termination Payment. To ascertain the market prices of a replacement contract, the Non Defaulting Party may consider, among other provisions of this Contract (but see subparagraph (b)valuations, below)quotations from dealers in energy contracts and bona fide third party offers. b(c) The StateFor purposes of the Non-Defaulting Party’s right to terminate this Contract under subparagraphs determination of its Gains, Losses and Costs and the Termination Payment, it shall be assumed, regardless of the facts, that Seller would have sold, and Buyer would have purchased, each day during the Remaining Term (a)(iii) Facility Energy in an amount equal the Assumed Daily Deliveries, and (a)(iiiii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable Environmental Attributes associated therewith. The “Assumed Daily Deliveries” is an amount equal to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired Guaranteed Generation for the terminated portion of this Contract. Upon direction of the Buyerthen current Contract Year multiplied by 1.0556, the Contractor shall also protect and preserve property in its possession in which the State has an interestdivided by 365. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State A. Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default sent to the ContractorContractor in accordance with paragraph C of ARTICLE 10, terminate the whole or any part of this Contract in whole or in part if any one of the following circumstances: 1. If Contractor fails to: i. Deliver to make Delivery of the Goods supplies or to perform the services within the time specified in the Contract or any amendment thereto;herein. ii2. Make progress, so as If Contractor fails to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right or so fails to terminate make progress as to endanger performance of this Contract under subparagraphs (a)(ii) in accordance with its terms, and (a)(iii) above, may be exercised if the Contractor in either of these two circumstances does not cure act to correct such failure within the time frame stated a period of thirty (30) days (or such longer period as Buyer may authorize in the cure writing) after receipt of notice issued by the Buyerfrom Buyer specifying such failure. c) If B. To the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If extent the Contract is terminated for under this ARTICLE, Buyer shall use all reasonable efforts to utilize all work in process hereunder in order to mitigate any costs sustained by Buyer as a result of Contractor's default. Contractor will pay to Buyer all costs reasonably incurred by Buyer in obtaining all of the work described in this Contract, the State may require the Contractor to transfer title and deliver according to the Stateschedule set forth herein, provided that Buyer enters into a contract for such work within twelve (12) months of Contractor's default. C. If this Contract is terminated as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” provided in this clause) that the ARTICLE, Contractor has specifically produced or acquired shall promptly refund all payments made by Buyer for the terminated portion of work, except that Buyer shall remain liable to Contractor for and pay Contractor: (a) the Contract price for completed items which are Delivered to Buyer and finally accepted by Buyer pursuant to ARTICLE 7; and (b) the cost of, and a reasonable profit on, all work in process, materials in stock and services for which Buyer takes Delivery and which Buyer finally accepts pursuant to ARTICLE 7. D. If this Contract. Upon direction of the BuyerContract is terminated as provided in this ARTICLE, the Contractor shall also protect and preserve property in its the possession of Contractor in which the State Buyer has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens E. Absent gross negligence or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusablewillful misconduct, the rights remedies set forth in this ARTICLE, and obligations of the parties ARTICLES 6, 13, 14, 15, 21 and 30, shall be the same as if sole recourse to which Buyer is entitled, under paragraph 1or paragraph 2 above, in the termination had been issued event of Contractor's default, and Contractor shall have no liability for the convenience of the Statespecial, indirect, incidental or consequential damages for lost profits or lost revenues. g) The rights and remedies of F. In the State in this clause are in addition event Buyer fails to perform any other rights and remedies provided by law or under obligation which it is required to perform pursuant to this Contract., Contractor may, if such failure is not corrected within thirty (30) days after written notice of such failure is given by Contractor to Buyer in accordance with paragraph C of ARTICLE 10, halt work on this Contract and consider this entire Contract to be terminated due to the default of Buyer. In the event that Contractor terminates this

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the ContractorSeller, terminate this Contract in the whole or any part of this Order in part if any one of the Contractor fails tofollowing circumstances: i. Deliver (i) Seller fails to make delivery of the Goods goods or to perform the services within the time specified in the Contract herein or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below)extension thereof; or iii. Perform (ii) Seller fails to perform any of the other provisions of this Contract (but see subparagraph (b)Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, below). b) The State’s right to terminate and in either of the circumstances specified in this Contract under subparagraphs subpart (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; (iii) Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv) Seller fails to provide Buyer, in writing, within the time frame stated in the cure notice issued specified by the BuyerXxxxx, adequate assurances of performance. c(b) If the State terminates this Contract in whole Order is so terminated, Buyer may procure or in partotherwise obtain, it may acquire, under the upon such terms and in the such manner the as Buyer considers may deem appropriate, Goods goods or services similar to those terminated. Seller, and subject to the Contractor will exceptions set forth below, shall be liable to the State Buyer for any excess costs for those Goods of such similar goods or services. However, the Contractor shall continue the work not terminated. d(c) If the Contract is terminated for default, the State may require the Contractor to Seller shall transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goodsin the manner and to the extent requested in writing by Xxxxx at or after termination, and ii. Partially such complete or partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to goods as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the performance of the terminated portion part of this Contract. Upon direction Order and Buyer will only pay Seller the Order price of the Buyer, the Contractor shall also protect goods and preserve property in its possession in which the State has an interestservices accepted. e(d) The State Seller shall pay Contract price for completed Goods delivered and acceptedcontinue performance of this Order to the extent not terminated. The Contractor and Buyer shall agree on have no obligations to Seller in respect to the amount terminated part of payment for manufacturing materials delivered and accepted for the protection and preservation of the propertythis Order except as herein provided. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the Xxxxx's rights and obligations of the parties as set forth herein shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights in case of Seller's default. (e) Seller shall not be liable for damages resulting from default due to causes beyond Seller's control and remedies without Seller's fault or negligence, provided, however, that if Seller's default is caused by the default of a subcontractor or supplier at any tier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and without the fault or negligence of either of them and, provided further, the supplies or services to be furnished by law the subcontractor or under this Contractsupplier were not obtainable from other sources.

Termination for Default. aIf the Supplier (i) The State becomes insolvent or bankrupt or unable to meet its payment obligations when due, (ii) notifies the Bank of its inability to fully provide the Deliverables for reasons other than Force Majeure, (iii) provides the Bank with Services that do not conform to the Deliverables, (iv) performs in bad faith by willfully not observing the terms and conditions of this Contract, or (v) otherwise breaches any material obligations under this Contract, the Bank may give the Supplier a written notice describing the occurrence of any of the aforementioned instances of default and request the Supplier to cure such default within thirty (30) days. If the default is not cured at the end of the thirty (30)-day period, the Bank may, subject at its sole discretion and without prejudice to the Force Majeure paragraph contained herein, by written notice of default any other rights available to the Contractorit, terminate this Contract by giving no less than thirty (30) days’ prior written notice from the date of non-cure by Supplier specifying the reason for, and the effective date of, the termination. Notwithstanding anything herein to the contrary, the Bank shall have the right, in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progressits sole discretion, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised effective immediately upon written notice to the Supplier if the Contractor does not cure such failure within Supplier (i) becomes subject to the time frame stated in Sanctions Regime, (ii) is listed on the cure notice issued Bank’s Debarment List administered by the Buyer. cBank, (iii) If has direct or indirect business connections with a party subject to Sanctions Regime or a jurisdiction subject to geographically oriented and broad-based sanctions program imposed by the State terminates this Contract in whole or in partSanctions Regime, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable (iv) has a Substantial Shareholder that is subject to the State for any excess costs for those Goods Sanctions Regime, (v) has a Substantial Shareholder that has direct or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor indirect business connections with a party subject to transfer title Sanctions Regime or a jurisdiction subject to geographically oriented and deliver to the State, as directed broad-based sanctions program imposed by the BuyerSanctions Regime, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred vi) becomes subject to as “manufacturing materials” in this clause) that the Contractor has specifically produced regulatory or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.criminal investigations,

Termination for Default. a) The State may, subject to the Force Majeure paragraph contained herein, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the Should Tenant at any time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform violate any of the other provisions conditions or covenants of this Contract (but see subparagraph (b)Lease Agreement, below). b) The State’s right or discontinue the use of the Leased Premises for the purpose for which they are rented, or fail to terminate this Contract under subparagraphs (a)(ii) pay the rent beyond applicable notice and (a)(iii) abovecure periods, may be exercised if as stipulated herein; or fail to pay all costs related to any Work performed on the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole Leased Premises or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable costs related to the State for maintenance or repair of any excess costs for those Goods equipment or services. Howeveritem located thereon as required herein within thirty (30) days such expense is incurred; or upon the adjudication of Tenant in bankruptcy, the Contractor shall appointment of a receiver for Tenant, or the filing of bankruptcy, receivership or respite petition by or for Tenant; or upon Tenant's suspension, failure or insolvency; or should Tenant abandon the Exclusive Premises, or should Tenant remove a substantial part or all of the movable property from the Exclusive Premises out of the normal course of business to the detriment of Landlord's lien; and should any such violation continue for a period of thirty (30) days after written notice has been given Tenant by Landlord, then, at the work not terminated. d) If the Contract is terminated for defaultoption of Landlord, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired rent for the terminated portion whole unexpired term of this Contract. Upon direction of Lease Agreement shall at once mature and become immediately due and payable; and Landlord shall have the Buyer, further option to at once demand the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted entire rent for the protection and preservation of whole term, or to immediately cancel this Lease Agreement, or to proceed for past due installments only, reserving Landlord's rights to later proceed for the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) Ifremaining installments, after termination, it is determined that the Contractor was not all without putting Tenant in default, Tenant to remain responsible for all damages or losses suffered by Landlord; provided, however, that if the default was excusable, the rights and obligations is of the parties shall type that cannot reasonably be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.cured within thirty

Termination for Default. aEither the District or Consultant may terminate this Agreement upon seven (7) The State may, subject days advance written notice to the Force Majeure paragraph contained hereinother if there is a default by the other Party in its performance of a material obligation hereunder and such default in performance is not caused by the Party initiating the termination. Such termination shall be deemed effective the seventh (7th) day following the date of the written termination notice, by unless during such seven (7) day period, the Party receiving the written termination notice of default shall commence to cure it default(s) and diligently thereafter prosecute such cure to completion. In addition to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The StateDistrict’s right to terminate this Agreement pursuant to the foregoing, the District may terminate this Agreement upon written notice to Consultant if: (i) Consultant becomes bankrupt or insolvent, which shall include without limitation, a general assignment for the benefit of creditors or the filing by Consultant or a third party of a petition to reorganize debts or for protection under any bankruptcy or similar law or if a trustee or receiver is appointed for Consultant or any of Consultant’s property on account of Consultant’s insolvency; or (ii) if Consultant disregards applicable laws, codes, ordinances, rules or regulations. If the District exercises the right of termination hereunder, the Contract under subparagraphs (a)(ii) Price due the Consultant, if any, shall be based upon T&I Services, authorized Additional T&I Services and (a)(iii) aboveReimbursable Expenses incurred or provided prior the effective date of the District’s termination of this Agreement, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued reduced by the Buyer. cDistrict’s prior payments of the Contract Price and losses, damages, or other costs sustained by the District arising out of the termination of this Agreement or the cause(s) If for termination of this Agreement. Payment of the State terminates this Contract in whole or in partamount due the Consultant, it may acquireif any, under shall be made by District only after completion of construction of the terms Project. Consultant shall remain responsible and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess District all losses, damages or other costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver sustained by District arising out of termination pursuant to the Stateforegoing or otherwise arising out of Consultant’s default hereunder, as directed by to the Buyerextent that such losses, any: i. Completed Goodsdamages or other costs exceed any amount due Consultant hereunder for T&I Services, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced Reimbursable Expenses or acquired authorized Additional T&I Services for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interestProject. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. ‌‌ (a) The State If Default occurs, the Party that is not the Defaulting Party (the “Non Defaulting Party”) may, subject for so long as the Default is continuing and without limiting any other rights or remedies available to the Force Majeure paragraph contained hereinNon-Defaulting Party under this Agreement, by written notice of default (“Termination Notice”) to the ContractorDefaulting Party (i) establish a date (which shall be no earlier than the date of such notice and no later than twenty (20) days after the date of such notice) (“Early Termination Date”) on which this Agreement shall terminate, terminate this Contract and (ii) withhold any payments due in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance respect of this Contract (but see subparagraph Agreement; provided, upon the occurrence of any Default of the type described in Section 13.1(d) or Section 13.1(e), this Agreement shall automatically terminate, without notice or other action by either Party as if an Early Termination Date had been declared immediately prior to such event.‌ (b) below); or iiiIf an Early Termination Date has been designated, the Non-Defaulting Party shall calculate in a commercially reasonable manner its Gains, Losses and Costs resulting from the termination of this Agreement and the resulting Termination Payment. Perform any The Gains, Losses and Costs relating to the Facility Energy and Environmental Attributes that would have been required to be delivered under this Agreement had it not been terminated shall be determined by comparing the amounts Buyer would have paid therefor under this Agreement to the equivalent quantities and relevant market prices either quoted by a bona fide third party offer or which are reasonably expected by Buyer to be available in the market under a replacement contract for this Agreement covering the same products and having a term equal to the Remaining Term at the date of the Termination Notice adjusted to account for differences in transmission, if any. The Non-Defaulting Party shall not be required to enter into any such replacement agreement in order to determine its Gains, Losses and Costs or the Termination Payment. To ascertain the market prices of a replacement contract, the Non Defaulting Party may consider, among other provisions of this Contract (but see subparagraph (b)valuations, below)quotations from dealers in energy contracts and bona fide third party offers. b(c) The StateFor purposes of the Non-Defaulting Party’s right to terminate this Contract under subparagraphs determination of its Gains, Losses and Costs and the Termination Payment, it shall be assumed, regardless of the facts, that Seller would have sold, and Buyer would have purchased, each day during the Remaining Term‌ (a)(iii) Facility Energy in an amount equal the Assumed Daily Deliveries, and (a)(iiiii) above, may be exercised if the Contractor does not cure such failure within Environmental Attributes associated therewith. The “Assumed Daily Deliveries” is an amount equal to (i) the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired Guaranteed Generation for the terminated portion of this Contract. Upon direction of the Buyerthen current Contract Year multiplied by 1.0556, the Contractor shall also protect and preserve property in its possession in which the State has an interestdivided by (ii) 365. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State If a Default occurs, the Party that is not the Defaulting Party (the “Non- Defaulting Party”) may, subject for so long as the Default is continuing and without limiting any other rights or remedies available to the Force Majeure paragraph contained hereinNon-Defaulting Party under this Agreement, by written notice of default (“Termination Notice”) to the ContractorDefaulting Party (i) establish a date (which shall be no earlier than the date of such notice and no later than twenty (20) days after the date of such notice) (“Early Termination Date”) on which this Agreement shall terminate, terminate this Contract and (ii) withhold any payments due in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance respect of this Contract (but see subparagraph Agreement; provided, upon the occurrence of any Default of the type described in Section 13.1(d) or Section 13.1(e), this Agreement shall automatically terminate, without notice or other action by either Party as if an Early Termination Date had been declared immediately prior to such event. APPROVAL DRAFT (b) below); or iiiIf an Early Termination Date has been designated, the Non-Defaulting Party shall calculate in a commercially reasonable manner its Gains, Losses and Costs resulting from the termination of this Agreement and the resulting Termination Payment. Perform any The Gains, Losses and Costs relating to the Facility Energy, Capacity Rights and Green Attributes that would have been required to be delivered under this Agreement had it not been terminated shall be determined by comparing the amounts Buyer would have paid therefor under this Agreement to the equivalent quantities and relevant market prices either quoted by a bona fide third party offer or which are reasonably expected by Buyer to be available in the market under a replacement contract for this Agreement covering the same products and having a term equal to the Remaining Term at the date of the Termination Notice adjusted to account for differences in transmission, if any. The Non- Defaulting Party shall not be required to enter into any such replacement agreement in order to determine its Gains, Losses and Costs or the Termination Payment. To ascertain the market prices of a replacement contract, the Non-Defaulting Party may consider, among other provisions of this Contract valuations, quotations from dealers in energy contracts and bona fide third party offers. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Termination Payment shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Termination Payment shall be zero dollars (but see subparagraph (b$0). The Termination Payment shall not include consequential, below)incidental, punitive, exemplary, or indirect or business interruption damages. b(c) The StateFor purposes of the Non-Defaulting Party’s right to terminate this Contract under subparagraphs determination of its Gains, Losses and Costs and the Termination Payment, it shall be assumed, regardless of the facts, that Seller would have sold, and Buyer would have purchased, each day during the Remaining Term (a)(iii) Facility Energy in an amount equal the Assumed Daily Deliveries, and (a)(iiiii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable Green Attributes associated therewith. The “Assumed Daily Deliveries” is an amount equal to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired Guaranteed Generation for the terminated portion of this Contract. Upon direction of the Buyerthen current Contract Year multiplied by 1.0556, the Contractor shall also protect and preserve property in its possession in which the State has an interestdivided by 365. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by after providing Seller with twenty (20) calendar days written notice of of, and upon Seller’s failure to cure such default to the Contractorin that twenty (20) day period (“Cure Period”), terminate this Contract Purchase Order in whole or in part if the Contractor fails to: i. Deliver the Goods at any time by notice in writing for (i) breach of any one or more of its terms, (ii) failure to perform the deliver goods or services within the time specified in the Contract by this Purchase Order or any amendment thereto; ii. Make progresswritten extension, (iii) failure to make progress so as to endanger performance of this Contract Purchase Order, or (but see subparagraph (biv) below)failure to provide adequate assurance of future performance; or iiiprovided, however, there shall be no Cure Period for default related to failure to meet the delivery schedule or defaults incapable of cure. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to Buyer may also terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract Purchase Order in whole or in partpart without a Cure Period in the event of Seller’s suspension of business, it may acquireinsolvency, appointment of a receiver for Seller’s property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors. In the event of partial termination, Seller is not excused from performance of the non-terminated balance of work under the terms and in Purchase Order. (b) In the manner the Buyer considers appropriate, Goods or services similar to those terminatedevent of Seller’s default hereunder, and Seller’s failure to cure as permitted above or herein, Buyer may exercise any or all rights and remedies accruing to it, both at law and contract, including without limitation, those set forth in Article 2 of the Contractor will be liable to the State Uniform Commercial Code, or in equity, including but not limited to, Seller’s liability for any Buyer’s excess re-procurement costs for those Goods goods or services. However, the Contractor shall continue the work not terminated. d(c) If the Contract this Purchase Order is terminated for default, the State may Buyer may, upon payment, require the Contractor Seller to transfer title to, and deliver to the StateBuyer, as directed by the Buyer, any: i. Completed Goodsany (1) completed supplies, and ii. Partially and (2) partially completed Goods supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the terminated portion of this ContractPurchase Order. Upon direction of the Buyer, the Contractor Seller shall also protect and preserve property in its possession in which the State Buyer has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State If, in the Buyer’s opinion, the Seller appears to be insolvent or in such an unsound financial condition as to endanger performance, or if Seller breaches this Purchase Order and if such breach is incapable of being cured, Buyer may, subject to the Force Majeure paragraph contained herein, by written notice to Seller, immediately terminate this Purchase Order for default. If Seller breaches this Purchase Order, and if such breach is capable of default being cured, and if Seller fails to cure such a breach within ten (10) calendar days after receiving written notice of the breach from Buyer, Buyer may by written notice to Seller immediately terminate this Purchase Order or any part thereof for Seller’s default. Upon any such termination, the Seller shall continue the work not terminated, and Buyer may require that Seller deliver to Buyer any goods and/or materials associated with this Purchase Order (e.g., drawings, records, equipment, etc.) in any stage of production in the possession of Seller or anyone under its control to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services Buyer within the time specified in the Contract or any amendment thereto; iitwo (2) business days after receipt of Buyer’s written request. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, Buyer may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods acquire supplies or services similar to those terminated, and the Contractor Seller will be liable to the State Buyer for any excess costs for those Goods supplies or services. However, the Contractor The Seller shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State Buyer or Customer has an interest. e) . The State Buyer shall pay Contract price the Seller for completed Goods supplies delivered and accepted. The Contractor Buyer and Buyer Seller shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clausedispute. The State Buyer may withhold from these amounts any sum the Buyer determines to be necessary to protect the State Buyer against loss because of outstanding liens or claims of former lien holders. f) loss. If, after termination, it is judicially determined that the Contractor Seller was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies Buyer. STOP WORK ORDER Buyer may at any time, by written order, require Seller to stop all or any part of the State work called for by this Purchase Order for a period of up to ninety (90) days and for any further period to which the Parties may agree. Upon receipt of such an order, Seller shall comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. After the stop work order is cancelled, Seller shall resume work. An adjustment in this clause are the delivery schedule and/or price shall be made if the stop work order reasonably and directly results in addition an increase in the time and/or cost required for performance, provided, however, that if such work stoppage arises from a stop work direction given by Xxxxx’s client, then Seller will only be entitled to any other rights and remedies provided by law or under this Contractan adjustment in the delivery schedule and/or price to the extent that Buyer is able to obtain an equitable adjustment in time and/or price from Buyer’s client as a result of such work stoppage.

Termination for Default. a) The State may, subject to the Force Majeure paragraph contained If Seller materially breaches this Purchase Order or for any other reason stated herein, by written notice of default to the Contractor, terminate this Contract Buyer may cancel any open Purchase Orders in whole or in part if and provide written notice of the Contractor fails breach to the breaching party. Examples of a material breach, include but are not limited to, the following events: i. Deliver the Goods or to perform the services within (i) If deliveries are not made at the time specified or in the Contract quantities specified; (ii) In the event of a breach of applicable specification requirements or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other terms and conditions this Agreement and/or Purchase Order, or ; (iii) In the event of the institution of any proceedings by or against Seller in bankruptcy or insolvency under any provisions of this Contract the Bankruptcy Act or for the appointment of a receiver or trustee or any assignment for the benefit of creditors. If the Seller fails to implement a mutually agreeable action plan to correct the material breach within thirty (but see subparagraph (b)30) calendar days after receiving such written notice from Buyer, below). b) The State’s right to unless otherwise agreed, the Buyer may then terminate this Contract under subparagraphs (a)(ii) Purchase Order without liability except for the price of any Goods and (a)(iii) aboveServices previously delivered and accepted by Buyer. In addition, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. cevent of termination of this Purchase Order due to Seller’s uncured breach, Seller (i) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and promptly deliver to the StateBuyer complete and accurate copies of all documentation, as directed by the Buyerspecifications, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plansmanuals, drawings, informationdesigns, notes, reports, memoranda, data, prototypes and Contract other information useful or necessary for the continued design, development, manufacture and use of the Goods and (ii) hereby grants to Buyer a nonexclusive, royalty- free, perpetual, worldwide, irrevocable license, with the right to sublicense such rights to subcontractors, under all intellectual property rights (collectively referred including applicable patent, copyright or other proprietary rights) of Seller related to as “manufacturing materials” the Goods to the design and development materials to use, manufacture and modify the Goods in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction connection with Buyer’s manufacture, assembly, distribution and sale of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interestGoods. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the ContractorSeller, terminate this Contract in the whole or any part of this Order in part if any one of the Contractor fails tofollowing circumstances: i. Deliver (i) Seller fails to make delivery of the Goods goods or to perform the services within the time specified in the Contract herein or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below)extension thereof; or iii. Perform (ii) Seller fails to perform any of the other provisions of this Contract (but see subparagraph (b)Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, below). b) The State’s right to terminate and in either of the circumstances specified in this Contract under subparagraphs subpart (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; (iii) Seller becomes insolvent, unable to pay its bills when due, or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or (iv) Seller fails to provide Buyer, in writing, within the time frame stated in the cure notice issued specified by the Buyer, adequate assurances of performance. c(b) If the State terminates this Contract in whole Order is so terminated, Buyer may procure or in partotherwise obtain, it may acquire, under the upon such terms and in the such manner the as Buyer considers may deem appropriate, Goods goods or services similar to those terminated. Seller, and subject to the Contractor will exceptions set forth below, shall be liable to the State Buyer for any excess costs for those Goods of such similar goods or services. However, the Contractor shall continue the work not terminated. d(c) If the Contract is terminated for default, the State may require the Contractor to Seller shall transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goodsin the manner and to the extent requested in writing by Buyer at or after termination, and ii. Partially such complete or partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to goods as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the performance of the terminated portion part of this Contract. Upon direction Order and Buyer will only pay Seller the Order price of the Buyer, the Contractor shall also protect goods and preserve property in its possession in which the State has an interestservices accepted. e(d) The State Seller shall pay Contract price for completed Goods delivered and acceptedcontinue performance of this Order to the extent not terminated. The Contractor and Buyer shall agree on have no obligations to Seller in respect to the amount terminated part of payment for manufacturing materials delivered and accepted for the protection and preservation of the propertythis Order except as herein provided. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the Buyer's rights and obligations of the parties as set forth herein shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights in case of Seller's default. (e) Seller shall not be liable for damages resulting from default due to causes beyond Seller's control and remedies without Seller's fault or negligence, provided, however, that if Seller's default is caused by the default of a subcontractor or supplier at any tier, such default must arise out of causes beyond the control of both Seller and subcontractor or supplier, and without the fault or negligence of either of them and, provided further, the supplies or services to be furnished by law the subcontractor or under this Contractsupplier were not obtainable from other sources.

Termination for Default. aEither the District or Architect may terminate this Agreement upon seven (7) The State may, subject days advance written notice to the Force Majeure paragraph contained hereinother if there is a default by the other Party in its performance of a material obligation hereunder and such default in performance is not caused by the Party initiating the termination. Such termination shall be deemed effective the seventh (7th) day following the date of the written termination notice, by unless during such seven (7) day period, the Party receiving the written termination notice of default shall commence to cure it default(s) and diligently thereafter prosecute such cure to completion. In addition to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The StateDistrict’s right to terminate this Agreement pursuant to the foregoing, the District may terminate this Agreement upon written notice to Architect if: (a) Architect becomes bankrupt or insolvent, which shall include without limitation, a general assignment for the benefit of creditors or the filing by Architect or a third party of a petition to reorganize debts or for protection under any bankruptcy or similar law or if a trustee or receiver is appointed for Architect or any of Architect’s property on account of Architect’s insolvency; or (b) if Architect disregards applicable laws, codes, ordinances, rules or regulations. If District exercises the right of termination hereunder, the Contract under subparagraphs (a)(ii) Price due the Architect, if any, shall be based upon Basic Services, authorized Additional Services and (a)(iii) aboveReimbursable Expenses incurred or provided prior the effective date of the District’s termination of this Agreement, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued reduced by the Buyer. cDistrict’s prior payments of the Contract Price and losses, damages, or other costs sustained by the District arising out of the termination of this Agreement or the cause(s) If for termination of this Agreement. Payment of the State terminates amount due the Architect, if any, shall be made by District only after completion of the Post-Construction Phase of this Contract in whole or in part, it may acquire, under the terms Agreement. Architect shall remain responsible and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State District for any excess all losses, damages or other costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver sustained by District arising out of termination pursuant to the Stateforegoing or otherwise arising out of Architect’s default hereunder, as directed by to the Buyerextent that such losses, any: i. Completed Goodsdamages or other costs exceed any amount due Architect hereunder for Basic Services, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced Reimbursable Expenses or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interestauthorized Additional Services. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the ContractorSeller, terminate all or any part of this Contract for default if Seller fails to: (i) make full delivery of the Goods or perform this Contract within the time specified in the Contract; (ii) deliver Goods that conform in all respects with the specifications and quality requirements set forth in the Contract; (iii) perform any of its other obligations set forth in the Contract; or (iv) take any action or inaction that endangers performance of this Contract and fail to cure such situation within a period of ten (10) calendar days after receipt of notice from Buyer. If only part of the Contract is terminated, Seller is not excused from performance of the non-terminated part of the Contract. (b) In the event Buyer terminates this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified as provided in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iiia) above, Buyer may be exercised if the Contractor does not cure procure, upon such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the such manner the as Buyer considers may deem appropriate, Goods or services similar to those so terminated, and the Contractor will Seller shall be liable to the State Buyer for any excess costs for those Goods or services. Howeverthe same, including without limitation all costs and expenses of the Contractor shall continue the work not terminatedtype specified ¶ 9, WARRANTY. d(c) If the Contract is terminated for defaultBuyer, the State in addition to any other rights and remedies provided by applicable law or under this Contract, may require the Contractor Seller to transfer title and deliver to Buyer or to Buyer’s customer, in the State, as manner and to the extent directed by the Buyer, anyXxxxx for: i. Completed (i) any completed Goods, and ; (ii. Partially ) any partially completed Goods or work in progress; and (iii) any materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to hereinafter called "Manufacturing Materials") as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or specifically acquired for the terminated portion performance of such part of this Contract. Upon Contract as has been terminated. (d) Seller shall, upon direction of the BuyerBuyer and at Seller’s own cost, the Contractor shall also protect mark, separate, protect, and preserve property in its Seller’s possession in which Buyer or the State Buyer’s customer has an interest. (e) The State shall pay Contract price Payment for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer pursuant to subparagraph (c) above shall be at the Contract price. Payment for the protection partially completed Goods, work in progress, or Manufacturing Materials delivered to and preservation of the property. Failure accepted by Buyer pursuant to subparagraph (c) above shall be in an amount agreed to by Buyer and Seller, and failure to agree will to such amount shall be a dispute under concerning a question of fact within the Disputes clausemeaning ¶ 30, DISPUTE RESOLUTION. The State Seller must transfer title and deliver partially completed Goods, work in progress, or Manufacturing Materials in accordance with Xxxxx’s direction even if the parties have not yet agreed on terms of Payment. Under no circumstances shall a failure of the parties to agree upon payment terms excuse the Seller from performing in accordance with Xxxxx’s direction. Buyer may withhold from these amounts any otherwise due to Seller, such sum the as Buyer reasonably determines to be necessary to protect the State Buyer or Buyer’s customer against loss because of due to or resulting from outstanding liens or claims of former lien holdersholders or for damages otherwise caused by Seller's failure to perform its obligations under this Contract. (f) If, after terminationnotice of termination of this Contract under the provisions of this ¶ 19, it is determined for any reason that the Contractor Seller was not in defaultdefault under the provisions above, or that the default was excusableexcusable under ¶ 16, FORCE MAJEURE, the rights and obligations of the parties shall be the same as if the notice of termination had been issued for the convenience of the Statepursuant to ¶ 20, TERMINATION FOR CONVENIENCE. (g) The rights and remedies of the State Buyer provided in this clause ¶ 19 shall not be exclusive and are in addition to any other rights and remedies provided by applicable law or under this Contract. For the avoidance of doubt, nothing in this ¶ 19 shall limit in any way Buyer’s rights under subparagraph (b) of ¶ 3, DELIVERY.

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by upon written notice of default to the ContractorSeller, terminate this Contract Order, in whole or in part part, for Seller’s default, if the Contractor fails toSeller: i. Deliver (1) Fails to make delivery of the Goods or to perform the goods and/or services covered by this Order within the time specified in the Contract herein or any amendment thereto; ii. Make progress, so as to endanger performance extension thereof granted by Xxxxx in writing and signed by an authorized representative of this Contract (but see subparagraph (b) below)Buyer; or iii. Perform (2) Seller fails to perform any of the other provisions of this Contract (but see subparagraph (b)Order or so fails to make progress thereon as to endanger performance of this Order in accordance with its terms, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor in either of these two circumstances does not cure such failure within the time frame stated a period of ten (10) working days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure; or (3) Seller becomes insolvent or fails to provide adequate assurances of financial solvency as may be requested by Xxxxx when it reasonably appears to Buyer that Seller presently, or in the cure notice issued by the Buyerfuture, may not be financially solvent. c(b) If In the State terminates event of termination for Seller’s default under this Contract in whole or in part, it article. Xxxxx’s remedies shall be as follows: (1) Buyer may acquire, purchase goods and/or services covered under the terms and in the manner the Buyer considers appropriate, Goods or services this Order similar to those terminated, and the Contractor will Seller shall be liable to the State Buyer for any excess re-procurement costs for those Goods such similar goods and/or services, payment to be made upon Buyer’s demand; and (2) If Seller’s default is the result of an excusable delay, or services. Howeverif it is determined that Seller was not in default under the provisions of this Order, Xxxxx agrees that Seller shall receive payments in the Contractor shall continue the work not terminatedsame manner as if this Order has been terminated in accordance with Article 25 above, Termination for Convenience. d(c) If the Contract this Order is terminated for defaultSeller’s default under this Article 26, the State Xxxxx, in addition to any other rights provided hereunder, may require the Contractor Seller to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods(1) Any completed goods and/or service that are the subject of this Order; (2) A complete and current manufacturing data package sufficient to enable Buyer to complete or have completed the work hereunder; (3) A non-exclusive, royalty-free license, and rights under such data and patents, if applicable, to manufacture or have manufactured or provide such goods and/or services as were to be provided under this Order; and ii. Partially (4) Such partially completed Goods supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, informationspecifications, information and Contract contract rights (collectively referred hereinafter call “Manufacturing Materials”) as may be required to as “manufacturing materials” in manufacture or provide under this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon Order; and Seller shall, upon direction of the Buyer, the Contractor shall also protect and preserve property such items in its the possession in of Seller to which the State Buyer has an interest. (d) If Buyer terminates a portion of the work under this Order, Seller shall diligently continue performance on that part of the Order which was not terminated. (e) The State shall pay Contract price Payment for completed Goods goods and/or services delivered to Buyer pursuant to this Article 26 shall be in accordance with the prices for such goods and/or services set out in this Order. Payment for Manufacturing Materials delivered to Buyer, and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will property or materials, shall be a dispute under the Disputes clause. The State in an amount and upon such terms as may withhold from these amounts any sum the agreed upon by Xxxxx and Seller. (f) Acceptance by Buyer determines of late delivery of goods and/or service to be necessary furnished under this Order shall not constitute a waiver of Buyer’s right to protect the State against loss because of outstanding liens or claims of former lien holdersrecover any damages incurred by Buyer which may be provided for elsewhere in this Order. f(g) IfAttorney’s fees and litigation costs, after terminationincluding without limitation, it is determined that the Contractor was not court or arbitration fees and costs, incurred by Buyer in default, or that the default was excusable, the rights and obligations of the parties enforcing its right under this Article 26 shall be the same as if the termination had been issued for the convenience of the State. g) paid by Seller to Buyer upon demand. The rights and remedies of the State Buyer provided in this clause Article 26 shall not be exclusive and are in addition to any all other rights and remedies provided by law or under this ContractOrder. (h) SELLER EXPRESSLY AGREES THAT IN NO EVENT SHALL BUYER BE LIABLE UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, ANY LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, LOSS OF BUSINESS, OR LOSS OF REPUTATION AS A RESULT OF ANY CLAIM BROUGHT BY SELLER ARISING OUT OF OR RELATING TO: (i) ANY BREACH BY BUYER OF THIS AGREEMENT; (ii) ANY REPRESENTATION, STATEMENT OR NEGLIGENT ACT OR OMISSION OF BUYER; AND

Termination for Default. a) The State may, subject Fund may terminate the Contract immediately by serving a written Notice to the Force Majeure paragraph contained hereinContractor specifying the reasons for the default if: the Contractor undertakes legal proceedings to dissolve or wind up its business, by written notice or be declared bankrupt and/or insolvent; a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of default the Contractor’s assets and such attachment or process is not discharged within fifteen (15) days; there is a change of ownership or control with respect to the Contractor; the Contractor otherwise loses legal capacity to contract; the Contractor: breaches a material provision of the Contract and fails to remedy such breach within thirty (30) days; or materially breaches any other provision of the Contract at least twice in a continuous six (6) month period and, terminate in each case, fails to remedy the relevant breach within 30 days, and/or breaches any representations or warranties made under this Contract and, in either case, if such breach is capable of remedy, fails to remedy such breach within a reasonable time period notified to it by the Fund; or the Fund determines that the Contractor or a Contractor-Related Person has committed or engaged in unlawful acts, including the Prohibited Practices during the procurement and/or implementation of the Services or the Contract. If the Fund terminates the Contract in whole or in part if due to a default on the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any part of the other provisions of this Contract (but see subparagraph (b)Contractor, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, the Fund may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, procure Services and/or Related Goods or services similar to those terminatedto be provided under the Contract from a third party, and the Contractor will shall be liable to the State for any excess costs for those Goods or servicesthat the Fund may incur in procuring such similar Services and/or Related Goods. HoweverIf only part of the Contract is terminated, the Contractor shall continue performing its obligations provided under parts of the work not terminated. d) Contract that remain effective and the Contractor’s remuneration will be adjusted accordingly. If the Fund terminates the Contract is terminated for default, the State may require the Contractor pursuant to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.Clause

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice Notice of default Default to the ContractorSeller, terminate this Contract Purchase Order/Subcontract in whole or in part if the Contractor Seller fails to: i. (i) Deliver the Goods goods or to perform the services within the time specified in the Contract this Purchase Order/Subcontract or any amendment theretoextension; (ii. ) Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below)Purchase Order/ Subcontract; or, (iii. ) Perform any of the other provisions of this Contract (but see subparagraph Purchase Order/ Subcontract. (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor Seller to transfer title and deliver to Buyer, in the State, as manner and to the extent directed by the Buyer, any: i. Completed Goodsany partially completed goods and raw material, and ii. Partially completed Goods and materialssoftware, Gerber files parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, information and Contract contract rights (collectively referred to Materials) as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the terminated portion performance of this ContractPurchase Order/Subcontract, including the assignment to Buyer of Seller's Purchase Order/Subcontracts. Upon direction of the Buyer, the Contractor shall also Seller further agrees to protect and preserve property in its the possession of Seller in which the State Buyer has an interest. e) The State shall pay Contract price . Payment for completed Goods goods delivered to and accepted. The Contractor and accepted by Buyer shall agree on be at the amount of payment Purchase Order/Subcontract price. Payment for manufacturing materials unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the propertysame manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Failure to agree will be a dispute under the Disputes clause. The State Buyer may withhold from these Seller monies otherwise due Seller for completed goods and/or Materials in such amounts any sum the as Buyer determines to be necessary to protect the State Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said goods and Materials. f(c) IfSeller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. ln the event of Seller's bankruptcy, after terminationBuyer may require Seller to post such financial assurance, it is determined that the Contractor was not as Buyer, in defaultits sole discretion, or that the deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) under this Purchase Order/Subcontract. The rights and remedies of the State Buyer in this clause are in addition to any other rights and remedies provided by law or under this ContractPurchase Order/Subcontract.

Termination for Default. aSUBCONTRACTOR shall be liable for all damages suffered or costs incurred by CONTRACTOR resulting from a termination for default. SUBCONTRACTOR shall have no right to receive any payment after default until the CONTRACT has been completed and CONTRACTOR’S damages, if any, have been ascertained. If the SUBCONTRACTOR files for bankruptcy under the Bankruptcy code in any federal court, is adjudged a bankrupt, or if SUBCONTRACTOR should make a general assignment for the benefit of his creditors, or if a receiver should be appointed on account of his insolvency, this AGREEMENT shall be considered terminated for default and the CONTRACTOR shall have the absolute right to take over and complete the SUBCONTRACTOR’S work by any means at the CONTRACTOR’s option. If the SUBCONTRACTOR should fail to carry forward and complete his work as provided in this AGREEMENT as rapidly as the CONTRACTOR may judge that the progress will permit, or fails to complete SUBCONTRACTOR’S work in accordance with the schedule, if the SUBCONTRACTOR should become insolvent or should fail to make prompt payment to its subcontractors, suppliers, laborers or vendors for material or labor used on the job, if the SUBCONTRACTOR should fail to comply with instructions of the OWNER or with applicable Federal and State, County or City laws, or if liens or claims are filed on the PROJECT or against CONTRACTOR’S performance and/or payment bond, or in any other matter breach the terms of the AGREEMENT, then the CONTRACTOR may without prejudice to any other right or remedy, terminate for default the SUBCONTRACTOR three calendar (3) The State maydays after SUBCONTRACTOR receives written notice (“NOTICE”) by facsimile, subject to the Force Majeure paragraph contained hereincertified US mail, and/or personal delivery. That is, by written notice of notice, SUBCONTRACTOR shall be given three(3) calendar days to cure the reason(s) for the default. If the reason(s) provided for the proposed default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure NOTICE is/are not cured within three (3) calendar days after receipt of NOTICE the SUBCONTRACT shall be considered terminated for default without further notice issued by CONTRACTOR. After default CONTRACTOR may thereupon take control of the work covered by this AGREEMENT and may take possession of all SUBCONTRACTOR’s labor, equipment and materials thereon and complete the work with his own forces or as the CONTRACTOR may exercise in its sole discretion. No tools, construction equipment, materials, and facilities at jobsite will be permitted to leave the jobsite without express written permission of the CONTRACTOR. The SUBCONTRACTOR shall not be entitled to receive any further payments until the work is completed and the CONTRACTOR’S damages, if any, have been ascertained. It is expressly understood and agreed that should this AGREEMENT be terminated for default that CONTRACTOR has the absolute right to retain possession of and incorporate into the project all of SUBCONTRACTOR’s equipment and materials pending final completion of the project and a final accounting and adjudication of the rights of SUBCONTRACTOR and CONTRACTOR. If the unpaid balance under the AGREEMENT shall exceed the cost to the CONTRACTOR of finishing the work, including compensation for additional managerial, home and field office overhead and administrative services and all other expenses made necessary by the Buyer. c) If termination of this AGREEMENT, the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will excess shall be liable paid to the State for any excess costs for those Goods or servicesSUBCONTRACTOR. HoweverIf such expense is greater than such unpaid balance, the Contractor SUBCONTRACTOR shall continue pay the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver difference to the StateCONTRACTOR. This excess amount shall be immediately due and owing from the SUBCONTRACTOR to the CONTRACTOR. In addition, as directed by CONTRACTOR shall add 25% to the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for value of the terminated portion work that CONTRACTOR completes as the administration expense of this Contractperforming the terminated work and an additional 10% profit as CONTRACTOR’S profit in finishing the SUBCONTRACTOR’S work. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, If it is determined that SUBCONTRACTOR is unable to pay for the Contractor was not difference plus overhead and profit, CONTRACTOR may, in defaultits sole discretion, or that sell SUBCONTRACTOR’S material and equipment as an offset to the default was excusable, the rights amount owed CONTRACTOR and/or Subcontractors and obligations Suppliers of the parties shall be the same as if SUBCONTRACTOR. Subsequent to the termination had been issued for the convenience of the Statethis AGREEMENT, CONTACTOR may, in its sole discretion, pay SUBCONTRACTOR’S subcontractors and suppliers. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. aEither the District or Architect may terminate this Agreement or a Project Assignment upon seven (7) The State may, subject days advance written notice to the Force Majeure paragraph contained hereinother if there is a default by the other Party in its performance of a material obligation hereunder or in connection with a Project Assignment and such default in performance is not caused by the Party initiating the termination. Such termination shall be deemed effective the seventh (7th) day following the date of the written termination notice, by unless during such seven (7) day period, the Party receiving the written termination notice of default shall commence to cure it default(s) and diligently thereafter prosecute such cure to completion. In addition to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The StateDistrict’s right to terminate this Agreement pursuant to the foregoing, the District may terminate this Agreement upon written notice to Architect if: (a) Architect becomes bankrupt or insolvent, which shall include without limitation, a general assignment for the benefit of creditors or the filing by Architect or a third party of a petition to reorganize debts or for protection under any bankruptcy or similar law or if a trustee or receiver is appointed for Architect or any of Architect’s property on account of Architect’s insolvency; or (b) if Architect willfully disregards applicable laws, codes, ordinances, rules or regulations. If District exercises the right of termination hereunder, the Contract under subparagraphs (a)(ii) Price due the Architect, if any, shall be based upon Basic Services and (a)(iii) aboveauthorized Additional Services incurred or provided prior the effective date of the District’s termination of this Agreement or an Assigned Project, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued reduced by the Buyer. cDistrict’s prior payments of the Contract Price and losses, damages, or other costs sustained by the District arising out of the termination of this Agreement or a Project Assignment or the cause(s) If for termination of this Agreement or a Project Assignment. Payment of the State terminates remaining amount due the Architect, if any, shall be made by District only after completion of the Post-Construction Phase of this Contract in whole Agreement or in partthe Assigned Project, it may acquire, under the terms as applicable. Architect shall remain responsible and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State District for any excess all losses, damages or other costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver sustained by District arising out of termination pursuant to the Stateforegoing or otherwise arising out of Architect’s default hereunder, as directed by to the Buyerextent that such losses, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced damages or acquired other costs exceed any amount due Architect hereunder for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interestBasic Services or authorized Additional Services. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. aEither the District or Architect may terminate this Agreement or a Project Assignment upon seven (7) The State may, subject days advance written notice to the Force Majeure paragraph contained hereinother if there is a default by the other Party in its performance of a material obligation hereunder or in connection with a Project Assignment and such default in performance is not caused by the Party initiating the termination. Such termination shall be deemed effective the seventh (7th) day following the date of the written termination notice, by unless during such seven (7) day period, the Party receiving the written termination notice of default shall commence to cure it default(s) and diligently thereafter prosecute such cure to completion. In addition to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The StateDistrict’s right to terminate this Agreement pursuant to the foregoing, the District may terminate this Agreement upon written notice to Architect if: (a) Architect becomes bankrupt or insolvent, which shall include without limitation, a general assignment for the benefit of creditors or the filing by Architect or a third party of a petition to reorganize debts or for protection under any bankruptcy or similar law or if a trustee or receiver is appointed for Architect or any of Architect’s property on account of Architect’s insolvency; or (b) if Architect disregards applicable laws, codes, ordinances, rules or regulations. If District exercises the right of termination hereunder, the Contract under subparagraphs (a)(ii) Price due the Architect, if any, shall be based upon Basic Services and (a)(iii) aboveauthorized Additional Services incurred or provided prior the effective date of the District’s termination of this Agreement or an Assigned Project, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued reduced by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If District’s prior payments of the Contract is terminated for defaultPrice and losses, the State may require the Contractor to transfer title and deliver to the Statedamages, as directed or other costs sustained by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that District arising out of the Contractor has specifically produced or acquired for the terminated portion termination of this ContractAgreement or a Project Assignment or the cause(s) for termination of this Agreement or a Project Assignment. Upon direction Payment of the Buyeramount due the Architect, the Contractor if any, shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation be made by District only after completion of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.Post-Construction

Termination for Default. (a) The State IBTCI may, subject after providing Seller with ten (10) calendar days written notice, and upon Seller’s failure to the Force Majeure paragraph contained herein, by written notice of cure such default to the Contractorin that ten (10) day period (“Cure Period”), terminate this Contract Agreement in whole or in part if the Contractor fails to: i. Deliver the Goods at any time by notice in writing for (i) breach of any one or more of its terms, (ii) failure to perform the deliver goods or services within the time specified in the Contract by this Agreement or any amendment thereto; ii. Make progresswritten extension, (iii) failure to make progress so as to endanger performance of this Contract Agreement, or (but see subparagraph (biv) below)failure to provide adequate assurance of future performance; or iiiprovided, however, there shall be no Cure Period for default related to failure to meet the delivery schedule or defaults incapable of cure. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to IBTCI may also terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract Agreement in whole or in partpart without a Cure Period in the event of Seller’s suspension of business, it may acquireinsolvency, appointment of a receiver for Seller’s property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors. In the event of partial termination, Seller is not excused from performance of the nonterminated balance of work under the terms Agreement. (b) In the event of Seller’s default hereunder, IBTCI may exercise any or all rights and remedies accruing to it, both at law, including without limitation, those set forth in Article 2 of the manner the Buyer considers appropriateUniform Commercial Code, Goods or services similar to those terminatedin equity, and the Contractor will be liable to the State including but not limited to, Seller’s liability for any IBTCI’s excess reprocurement costs for those Goods goods or services. However, the Contractor shall continue the work not terminated. d(c) If the Contract this Agreement is terminated for default, the State IBTCI may require the Contractor Seller to transfer title to, and deliver to the StateIBTCI, as directed by the BuyerIBTCI, any: i. Completed Goodsany (1) completed supplies, and ii. Partially and (2) partially completed Goods supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the terminated portion of this ContractAgreement. Upon direction of the BuyerIBTCI, the Contractor Seller shall also protect and preserve property in its possession in which the State IBTCI has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a(i) The State Capewell may, subject to the Force Majeure paragraph contained herein, by written notice to Supplier, cancel all or part of default the Purchase Order: (A) if Supplier fails to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver deliver the Goods or to perform the services within the time specified in by the Contract Purchase Order or any amendment thereto; ii. Make progresswritten extension executed by the parties, if applicable, and such failure continues for five (5) days after Supplier’s receipt of written notice; (B) if Supplier fails to perform any other provision of the Purchase Order so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b)Purchase Order, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated continues for five (5) days after Supplier’s receipt of written notice; or (C) in the cure notice issued event of Supplier’s bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization or arrangement by Supplier for the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or servicesbenefit of its creditors. However, the Contractor Supplier shall continue the all work not terminated. d(ii) If the Contract is terminated for defaultUpon termination of this Agreement pursuant to either Clause 24(a) or 24(b), the State Capewell may require the Contractor Supplier to transfer title and deliver to the StateCapewell, as directed by the BuyerXxxxxxxx, any: i. Completed any (A) completed Goods, and ii. Partially and (B) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, information and Contract Purchase Order rights (collectively referred to as collectively, “manufacturing materials” in this clauseManufacturing Materials”) that the Contractor Supplier has specifically produced or acquired for the terminated canceled portion of this Contractthe Purchase Order. Upon direction of the Buyerfrom Capewell, the Contractor Supplier shall also protect and preserve property in its possession in which the State Capewell or its customer has an interest. e(iii) The State Upon termination of this Agreement pursuant to Clause 24(b)(i), Capewell shall pay Contract price the Price solely for completed Goods delivered and accepted, if applicable. The Contractor and Buyer shall agree on the amount of In addition, any payment for manufacturing materials delivered Manufacturing Materials accepted by Xxxxxxxx and accepted for the protection and preservation of Capewell’s property shall be at a price determined reasonably by the property. Failure parties, except that Supplier shall not be entitled to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holdersprofit. f(iv) If, after terminationtermination pursuant to Clause 24(b)(i), it is determined that the Contractor Supplier was not in default, or that the default was excusable, the rights and obligations remedies of the parties shall be the same as if the termination Purchase Order had been issued terminated for the convenience of the Statein accordance with Clause 24(a). g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. aIf the Supplier (i) The State becomes insolvent or bankrupt or unable to meet its payment obligations when due, (ii) notifies the Bank of its inability to fully provide the Deliverables for reasons other than Force Majeure, (iii) provides the Bank with Services that do not conform to the Deliverables, (iv) performs in bad faith by willfully not observing the terms and conditions of this Contract, or (v) otherwise breaches any material obligations under this Contract, the Bank may give the Supplier a written notice describing the occurrence of any of the aforementioned instances of default and request the Supplier to cure such default within thirty (30) days. If the default is not cured at the end of the thirty (30)-day period, the Bank may, subject at its sole discretion and without prejudice to the Force Majeure paragraph contained herein, by written notice of default any other rights available to the Contractorit, terminate this Contract by giving no less than thirty (30) days’ prior written notice from the date of non-cure by Supplier specifying the reason for, and the effective date of, the termination. Notwithstanding anything herein to the contrary, the Bank shall have the right, in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progressits sole discretion, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised effective immediately upon written notice to the Supplier if the Contractor does not cure such failure within Supplier (i) becomes subject to the time frame stated in Sanctions Regime, (ii) is listed on the cure notice issued Bank’s Debarment List administered by the Buyer. cBank, (iii) If has any business connections with a jurisdiction subject to geographically oriented and broad-based sanctions program imposed by the State terminates this Contract in whole Sanctions Regime, (iv) has a Substantial Shareholder that is subject to the Sanctions Regime, (v) has a Substantial Shareholder that has business connections with a jurisdiction subject to geographically oriented and broad-based sanctions program imposed by the Sanctions Regime, (vi) becomes subject to regulatory or in partcriminal investigations, it may acquire(vii) becomes subject to any significant legal action taken either by its clients, under the terms regulator or shareholders due to a malpractice allegation such as bribery and in the manner the Buyer considers appropriatecorruption, Goods quality of goods, works or services issues damaging public interest and/or safety or other similar unsound activities, or (viii) fails or refuses without justification to those terminatedprovide KYC Information when requested by the Bank. In the event of termination of the Contract under this section, and the Contractor Bank will be liable pay for Deliverables provided by the Supplier in accordance with the Contract up to the State effective date of termination; however, such payment will not exceed the total value of the Deliverables. The Supplier will not be allowed to claim any payment for the portion of any excess costs for those Goods or services. However, the Contractor shall continue the work Deliverables that have not terminated. d) If been provided in accordance with the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interesttermination. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State may, subject to the Force Majeure paragraph contained herein, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, Agreement may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract terminated, in whole or in part, it may acquire, under by Applied immediately upon the terms occurrence of any of the following events: (i) the failure by Supplier to strictly comply with any term or condition of the Agreement; (ii) the failure by Supplier to deliver any Item(s) in accordance with the delivery schedules agreed upon by Supplier and Applied in accordance with the procedures set forth in the manner Agreement or the Buyer considers appropriateAttachments thereto; (iii) Supplier's becoming insolvent, Goods the filing by Supplier of a voluntary petition under any bankruptcy, insolvency or services similar like law, Supplier's becoming the subject of an involuntary petition under any bankruptcy, insolvency or like law, the making of an assignment by Supplier for the benefit of creditors, and/or any material adverse change in the business, properties, prospects, operation or condition (financial or otherwise) of Supplier; (iv) the occurrence of any event or condition stated to those terminatedbe a default or breach under any provision of the Agreement as defined in Article 1 above, or the Agreement dated as of ("Master Agreement") between Supplier and Applied, or the Parent Guaranty, Parent Warrant or Tooling Loan Agreement as described in Article 2.1 of said Master Agreement. (b) Upon the occurrence of any of the foregoing events, Applied may, at its sole option, terminate the Agreement by giving Supplier written or electronic notice of termination (a "Notice of Termination"); and the Contractor Agreement shall terminate as of the date on which Supplier receives such Notice of Termination from Applied or such later date for termination specified in the Notice of Termination. (c) If Supplier defaults or breaches due to delivery and/or quality, Applied will be liable provide Supplier with an opportunity to cure the default or breach prior to sending a Notice of Termination. If the default or breach has not been cured or corrected on or prior to the State expiration of the time period for cure, as specified by Applied, then Applied may terminate the Agreement, without giving Supplier any excess costs for those Goods or servicesfurther opportunity to cure, by giving a Notice of Termination to Supplier. However, The date of termination of the Contractor Agreement shall continue be the work not terminateddate on which Supplier receives such Notice of Termination. (d) If the Contract is terminated for defaultOnce Applied has given Supplier Notice of Termination, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be meet at Supplier's material stocking locations to determine mutually agreed upon inventory quantities for all Items delivered to Applied prior to the date of termination, [*]. Based on such agreed upon inventory quantifies, the parties shall assign the following values to the Items delivered to Applied prior to the date of termination [*]: (i) the unpaid Contract Price for all Items delivered to Applied prior to the date of termination; (ii) the actual cost incurred by Supplier (not to exceed the Contract Price) for [*] (iii) the actual costs incurred by Supplier (not to exceed the Contract Price) for [*] (iv) the actual, out-of-pocket costs paid by Supplier (not to exceed what is commercially reasonable) for [*] Applied shall pay Supplier the value assigned to the Items delivered to Applied prior to the date of termination pursuant to clause (i) above within 30 days of the date of termination. Applied shall accept delivery from Supplier of [*] and Applied shall pay the value assigned to the same as if the termination had been issued within 30 days after delivery: provided, however, that Applied's obligation to make payments pursuant to clauses (ii) through (iv) above shall be subject to set-off for the convenience of the Stateamounts owed Applied by Supplier and shall extend only to [*]. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. aWhere: (i) The State may, subject the Customer is in default in carrying out any of its obligations under the Agreement and fails to correct said default within ten (10) Business Days following a written notice sent by the Mint to the Force Majeure paragraph Customer informing the latter of the default; (ii) the Customer is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Customer or of its property is appointed, or an application for any of the foregoing is filed; or (iii) the Customer is in breach of any representation or warranty contained herein, the Mint may, upon giving written notice to the Customer, terminate the Agreement. (i) the Mint is in default in carrying out any of its obligations under this Agreement and fails to correct said default within ten (10) Business Days following a written notice sent by the Customer to the Mint informing the latter of the default; (ii) the Mint is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Mint or of its property is appointed, or an application for any of the foregoing is filed; or (iii) the Mint is in breach of any representation or warranty contained herein, the Customer may, upon giving written notice to the Mint, terminate the Agreement. Upon the giving of a written notice of default termination by either party pursuant to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any terms of the present clause, the Customer shall inform the Mint of the Customer’s carrier or representative to whom the Mint is to remit the Property for its return, the Business Day on which the Property is to be remitted to said carrier or representative, said carrier’s or representative’s vehicle model and registration number, and any other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, details which may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued requested by the Buyer. c) If the State terminates this Contract Mint in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar relation thereto. Pursuant to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after terminationSub-Clause 13(f), it is determined understood that the Contractor was not Mint will be permitted to retain as a credit and to offset against Unpaid Obligations, on a dollar for dollar basis, any Property deposited or caused to have been deposited or otherwise delivered to the Mint’s Facility for safe keeping or any other purposes on behalf of the Customer. Property left in defaultstorage at the Mint’s Facility after the termination date will be subject to storage and handling charges which may differ from those set out in the Rate Schedule attached hereto. Also, or that the Customer agrees to reimburse the Mint for any and all costs incurred by the Mint by reason of the Property having been left in storage at the Mint’s Facility after the termination date. In case of termination by the Mint pursuant to the present section, the Customer shall be liable towards the Mint for all losses and damages which may be suffered by the Mint by reason of the default or occurrence upon which the notice was excusablebased. In case of termination by the Customer pursuant to the present section, the rights and obligations of the parties Mint shall be liable towards the same as if Customer for all losses and damages which may be suffered by the termination had been issued for Customer by reason of default or occurrence upon which the convenience of the Statenotice was based. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the ContractorSeller, terminate this Contract in the whole or any part of this Order in part if any one of the Contractor following circumstances: Seller fails to: i. Deliver to make delivery of the Goods supplies or to perform the services within the time specified in the Contract herein or any amendment thereto; ii. Make progress, so as extension thereof; or Seller fails to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform perform any of the other provisions of this Contract (but see subparagraph (b)Order or so fails to make progress as to endanger performance of this Order in accordance with its terms, below). b) The State’s right to terminate and in either of the circumstances specified in this Contract under subparagraphs subpart (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within a period of 10 days (or such longer period as Buyer may authorize in writing) after receipt of notice from the Buyer specifying such failure; Seller becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due; or Seller fails to provide Xxxxx, in writing, within the time frame stated in the cure notice issued specified by the Buyer. c) Xxxxx, adequate assurances of performance by Seller. If the State terminates this Contract in whole Order is so terminated, Buyer may procure or in partotherwise obtain, it may acquire, under the upon such terms and in the such manner the as Buyer considers may deem appropriate, Goods supplies or services similar to those terminated. Seller, and subject to the Contractor will exceptions set forth below, shall be liable to the State Buyer for any excess costs for those Goods of such similar supplies or services. However, the Contractor Seller shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goodsin the manner and to the extent requested in writing by Xxxxx at or after termination, and ii. Partially such complete or partially completed Goods and articles, property, materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information, information and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the performance of the terminated portion part of this Contract. Upon direction of Order and Buyer will pay Seller the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract contract price for completed Goods articles delivered to and acceptedaccepted by Buyer and the fair value of the other property of Seller so requested and delivered. The Contractor and Seller shall continue performance of this Order to the extent not terminated. Buyer shall agree on have no obligations to Seller in respect to the amount terminated part of payment for manufacturing materials delivered and accepted for the protection and preservation of the propertythis Order except as herein provided. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the Xxxxx's rights and obligations of the parties as set forth herein shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contractin case of Seller's default.

Termination for Default. a) The State may, subject to 22.1 Purchaser may terminate all or any portion of this PO in the Force Majeure paragraph contained herein, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails toevent of: i. Deliver 1) Failure of the Goods Supplier to comply with the delivery schedule and/or any other schedule prescribed in this PO; or 2) Failure of the Supplier to comply with any other term or condition of this PO; or 3) Failure of the Supplier to perform progress with the services within the time specified in the Contract or any amendment thereto; ii. Make progress, work under this PO so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b)PO, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) aboveand, may be exercised if the Contractor in such circumstances, Supplier does not cure such failure within fifteen (15) days (or such longer period as the time frame stated parties may agree in writing) after receipt of Purchaser's notice of default specifying such failure. In addition, Purchaser may by written notice to Supplier immediately terminate all or any portion of this PO in the cure notice issued event of (a) suspension of Supplier's business, (b) insolvency of Supplier, (c) institution of bankruptcy, reorganization, arrangement or liquidation proceedings by or against Supplier (and if against Supplier, such proceeding is not dismissed within fifteen (15) days), (d) appointment of a trustee or receiver for Supplier's property or business or (e) any assignment by Supplier for the benefit of creditors. 22.2 Notwithstanding anything else herein or under applicable law, in the event of termination of this PO by the BuyerPurchaser pursuant to Article 22.1 above: 1) Supplier shall not have any right to compensation, specific performance and/or any other remedy. c2) If Supplier shall immediately pay and compensate Purchaser for (i) all expenses incurred by Purchaser in order to purchase the State terminates this Contract in whole or in part, it may acquire, Products that were to be delivered under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of the Agreement; and (ii) all other damages caused to Purchaser as a result of such termination. 3) Supplier shall immediately return to Purchaser all Purchaser furnished materials, tools and documentation. Purchaser shall have the right to set-off all amounts of liquidated and other damages, costs and charges due and payable by the Supplier to Purchaser under the provisions of this Contract. Upon direction Article 22.2, against any amounts due and payable by Purchaser to Supplier. 22.3 In the event that the Purchaser has terminated this PO as a result of a material breach of the BuyerSupplier, the Contractor shall also protect and preserve property in its possession in which Supplier shall, upon Purchaser's demand, pay to the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation Purchaser a sum equal to 10% of the propertytotal value of this PO, as predetermined compensation (and not as a penalty), without being required to prove any damages suffered. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties This predetermined compensation shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies the Purchaser has under this PO and/or under the law. 22.4 The termination of this PO in part or in full by the Purchaser shall not exempt the Supplier from any of its obligations and liability for the Product that has been delivered and accepted by the Purchaser prior to such termination. 22.5 Purchaser may withhold any amount due to the Supplier under this Article until such time that Supplier fulfills its obligations, including but not limited to, delivery of the Products and/or return to the Purchaser the Purchaser's Assets (as per Article 31 below) and Know How. 22.6 The Supplier shall immediately return to the Purchaser any payment that has been paid to it on account of the items and/or the work and/or the services that have not been provided by law or the Supplier and accepted by the Purchaser, plus interest at the prevailing market rate at that time. 22.7 The rights and remedies of the Purchaser and the liabilities of the Supplier under the provisions of this ContractArticle are in addition to, and without derogating from, any other rights, remedies and liabilities elsewhere in the Agreement and/or under applicable law.

Termination for Default. a) The State may, subject to a. Buyer may terminate the Force Majeure paragraph contained herein, by written notice of default to the Contractor, terminate this Contract in whole or any part of this Supply Agreement in part if any of the Contractor fails tofollowing circumstances: i. Deliver 1. If Supplier fails to deliver the Goods goods or to perform the services required by this Settlement Agreement within the time specified in the Contract herein, or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below)extension thereof granted by Buyer in writing; or iii2. Perform If Supplier fails to perform any of the other provisions of this Contract (but see subparagraph (b)Supply Agreement or so fails to make progress as to endanger performance of this Supply Agreement in accordance with its terms; or 3. If Supplier fails to deliver the Goods in accordance with Xxxxx’s Quality Requirements; or 4. If Supplier fails to abide by applicable government regulations and law in the production, below)manufacture, packaging and shipment of the Goods; or 5. In the event of suspension of Supplier's business, insolvency, institution of bankruptcy, liquidation proceedings by or against Supplier, appointment of a trustee or receiver for Supplier's property or business, or any assignment, reorganization or arrangement by Supplier for the benefit of creditors; or 6. If otherwise expressly authorized under the provisions of this Supply Agreement. b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if b. In the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State event that Buyer terminates this Contract Supply Agreement as a result of any of the circumstances (1) through (6) in whole or in partthis Clause, it may acquireL.4, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor Supplier to transfer title and deliver to Buyer in the State, as manner and to the extent directed by the Buyer, any: i. Completed Xxxxx (1) any completed Goods, and ii. Partially and (2) such partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Supplier has specifically produced or acquired for the terminated portion performance of this Contract. Upon direction of the BuyerSettlement Agreement, including, without limitation, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price assignment to Buyer of Supplier's subcontracts. Payment for completed Goods delivered to and accepted. The Contractor and accepted by Buyer under this provision shall agree be at the contract price set forth on the amount of payment Purchase Order. Payment for manufacturing partially completed Goods and manufactured materials delivered to and accepted by Buyer under this provision shall be at a price mutually agreed to and determined by the Parties. c. If this Settlement Agreement is entirely or partially terminated by Buyer under this section, Buyer may procure, upon such terms and in such manner as Buyer may deem appropriate, goods or services similar to those Goods and Services so terminated, and Supplier shall be liable to Buyer for any and all reprocurement costs for such similar goods or services, including any price for such similar goods or services that is higher than this Settlement Agreement provided however, that Supplier shall not be liable for such additional costs if Supplier’s failure to perform this Settlement Agreement. 1. arises out of causes beyond the protection control and preservation without the fault or negligence of Supplier. Such causes may include, but are not restricted to, acts of God or of the propertypublic enemy, acts of a government in its sovereign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; or 2. Failure is caused by the default of a vendor or subcontractor to agree will be a dispute under Supplier, so long as such default arises out of causes beyond the Disputes clause. The State may withhold control of both Supplier and the vendor or subcontractor, and the subcontracted goods or services were not obtainable from these amounts any sum other sources in sufficient time to permit Supplier to meet the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holdersrequired delivery schedule. f) If, after termination, it is determined that the Contractor was not d. No cause shall constitute a basis for excusable delay unless Supplier has notified Buyer in default, or that the default was excusable, the rights and obligations writing of the parties shall be existence of such cause within ten (10) days from the same as if the termination had been issued for the convenience of the Statebeginning thereof. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State may, subject to Time is of the Force Majeure paragraph contained herein, by written notice essence of default to the Contractor, terminate this Contract in whole or in part agreement and if the Contractor fails to: i. Deliver the Goods or Tenant shall fail to keep and perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other covenants or agreements herein contained and shall fail to remedy any such default thereof within 120 days, 10 days in the case of delinquent Rent, after written notice thereof by Owner to Tenant, (or if the default is of a character which cannot be remedied within 120 days after such notice, then if the Tenant shall fail to commence to remedy such default within such 120 days and thereafter proceed diligently and continuously to remedy such default), Owner may at its option declare this Lease canceled and forfeited and the Tenant’s right to possession ended and the Owner may re-enter said premises and take possession thereof; provided, however, that the provisions of this Contract (but see subparagraph (b), below). b) The State’s Section 12 shall govern the treatment of all Leasehold Improvements upon such termination. In the case of delinquent Rent the Owner shall not have the right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) aboveLease unless Tenant has failed to pay such Rent, may be exercised if at a late payment rate of 150% of Rent, for a period of 90 days; provided further that the Contractor does Owner shall not cure such failure within have the time frame stated right to declare this Lease canceled in the cure notice issued event of any default unless it has first exhausted all remedies available to it under this Agreement, including the performance bond described at Section 27 hereof, for up to 3 months Rent and leasehold tax. The Owner shall not be liable for any damage by reason of such re-entry or forfeiture. If upon such re-entry there remains any personal property of the Buyer. c) If Tenant or of any other person upon the State terminates this Contract leased premises, the Owner may, but without the obligation to do so, sell the same as provided in whole paragraph entitled “Redelivery of Premises,” remove said personal property and hold it for the owner thereof or may place the same in parta public garage or warehouse, it may acquire, under all at the terms expense and in risk of the manner the Buyer considers appropriate, Goods or services similar to those terminatedowners thereof, and the Contractor will be liable Tenant shall reimburse the Owner for any expense incurred by the Owner in connection with such removal and storage. The Owner shall have the right to sell such stored property, without notice to the State Tenant, after it has been stored for any excess costs for those Goods a period of 30 days or services. Howevermore, the Contractor proceeds of such sale to be applied first to the costs of such sale, second to the payment of the charges for storage, and third to the payment of any other amounts which may be then due from the Tenant to the Owner, and the balance, if any, shall continue be paid to the work not terminated. d) If the Contract is terminated for defaultTenant. Notwithstanding any such re-entry, the State may require liability of Tenant for the Contractor to transfer title full rental provided for herein, shall not be extinguished for the balance of the term of this Lease, and deliver the Tenant shall make good to the State, as directed Owner any deficiency arising from a re-letting of the leased premises at a lesser rental than that herein before agreed upon. The Tenant shall pay such deficiency upon demand by the Buyer, any: i. Completed Goods, and iiOwner after the Owner thereof ascertains the amount. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that Notwithstanding the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyerforegoing, the Contractor provisions of Section 12 shall also protect and preserve property in its possession in which govern the State has an interestdisposition of Leasehold Improvements. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State may, subject to It is understood and agreed that time is of the Force Majeure paragraph contained herein, essence under this agreement or any extension thereof effected by any change order. Buyer may by written notice of default to the Contractor, terminate this Contract agreement in whole or in part if if, in Buyer's sole judgment, Seller fails: to make delivery of the Contractor fails to: i. Deliver the Goods product or to perform the services service within the time specified herein, or, to replace or correct defective products in accordance with the Contract provision of those clauses hereof entitled "Warranty" and "Inspection" or, to perform any of the provisions of this agreement or any amendment thereto; ii. Make progress, to so fail to make progress as to endanger performance in accordance with the terms hereof, including delivery schedules, or, if Seller becomes insolvent, admits in writing its inability to pay its debts as they mature, files a voluntary petition in bankruptcy, makes an assignment for the benefit of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole creditors or in parta petition under bankruptcy laws is filed against it. In the event of termination pursuant to this clause, it Buyer may acquire, under the procure upon such terms and in the such manner the as Buyer considers may deem appropriate, Goods products and services similar or services substantially similar to those terminated, so terminated and the Contractor will Seller shall be liable to the State Buyer for any excess costs for those Goods or services. Howeveroccasioned Buyer thereby, provided that in the Contractor event Buyer elects to terminate only a portion of this agreement, then in such event Seller shall continue the work performance of this agreement to the extent not terminated. d) . If the Contract this agreement is terminated for defaultpursuant to paragraph (a) (IV) Buyer, the State in addition to any other rights provided herein, may require the Contractor Seller to transfer title and deliver delivery to Buyer, in the manner, time and to the State, as extent directed by the Buyer, any: i. Completed Goodsany completed products and, and ii. Partially such partially completed Goods products and materialsmaterial, parts, tools, dies, jigsjugs, fixturesfixture, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the performance of the terminated portion parts, and, Seller shall grant Buyer a royalty-free, assignable, non-exclusive license to use and license others to use Seller's designs, processes, drawings and technical data, substantially relating to the quality of this Contractthe products terminated hereunder. Upon Seller shall upon direction of the Buyer, the Contractor shall also protect and preserve property encompassed in its this paragraph in the possession in which the State has an interest. e) The State shall pay Contract price of Seller. Payment for completed Goods products delivered to and accepted. The Contractor and accepted by Buyer shall agree on be an amount agreed upon by both Seller and Buyer. However, such amount shall not exceed the amount of payment for manufacturing materials delivered agreement price per unit, and accepted for the Seller's obligation hereunder to carry out Buyer's direction as to delivery protection and preservation preservation, and shall not be contingent upon prior agreement as to such amount. If Buyer issues a notice of termination for default, and it is subsequently determined that Buyer's termination under this clause is inappropriate, the property. Failure termination shall be deemed by Buyer and Seller to agree will be a dispute have been originally issued under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, Clause entitled "Termination for Convenience" and the rights and obligations liabilities of the parties hereto shall in such event be the same as if the termination had been issued for the convenience governed by such clause. Failure of the State. g) Buyer to enforce any right under this clause shall not be deemed a waiver of any other right hereunder. The rights and remedies of the State in Buyer under this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractagreement. Seller, however, shall not be in default by reason of any delay in delivery hereunder, if such delay arises out of causes beyond the control and without the fault or negligence of Seller. In the event of an excused delay, Buyer has the option of extending the time of performance to the extent the uncompleted portion of this agreement is not terminated. Seller shall be allocated the products covered by this agreement in quantities not less than the ratio that this agreement bears to the total orders of Seller for the same or similar products at the time of the excused delay. Seller will reasonably notify Buyer of any delay and quantity of products available for Buyer.

Termination for Default. XxXxxxxxx Xxxxxx shall be entitled to terminate the Works Order forthwith by giving notice to the Supplier at any time if: a) The State maythe Supplier ceases, or threatens to cease, to carry on business; or becomes bankrupt or makes a composition or arrangement with its creditors; or having a proposal in respect of its company for a voluntary arrangement for having a composition of debts or scheme of arrangement approved by the court; or having an application made in respect of its company to the court for the appointment of an administrator; or having a winding up order made (except for the purposes of amalgamation or reconstruction) or a resolution for voluntary winding up passed; or having a provisional liquidator, receiver or manager of its business or undertaking duly appointed; or having an administrative receiver appointed; or having possession taken, by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the Force Majeure paragraph contained hereinfloating charge, by written notice or XxXxxxxxx Xxxxxx reasonably apprehends that any of default the events mentioned above is about to occur in relation to the ContractorSupplier and notifies the Supplier accordingly (in any of the events aforesaid, terminate this Contract the Supplier shall be deemed to be in whole or in part if breach of the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) belowWorks Order); or iii. Perform b) the Supplier commits a breach of any of its obligations under the Works Order. In the case of a default referred to in Clause 17(b), other provisions than a default in respect to health and safety, in which case XxXxxxxxx Xxxxxx may terminate the Works Order forthwith on written notice, XxXxxxxxx Xxxxxx may give the Supplier a notice advising of this Contract the breach allowing the Supplier not less than 7 Days in which to remedy the breach or otherwise show good cause why XxXxxxxxx Xxxxxx should not exercise a right referred to in clause 17A. (but see subparagraph a) terminate the Works Order; or (b), below). b) The Statetake out of the Supplier’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if hands the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, part of the Works remaining to be completed under the terms Works Order and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or servicessuspend payment. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights 17A(b) is triggered, clauses 17C and remedies provided by law or under this Contract17D will apply.

Termination for Default. (a) The State may, subject In the event the defaulting Party fails to cure the Force Majeure paragraph contained herein, by written notice Event of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services Default within the time specified period for curative action under Sections 7.1 or 7.2, as applicable, the non-defaulting Party may terminate the Agreement by notifying the defaulting Party in writing of (i) the Contract or any amendment thereto;decision to terminate and (ii) the effective date of the termination. ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any Upon termination of the Agreement by Buyer pursuant to Section 7.3(a) due to an Event of Default by Seller, (i) Buyer shall have no future or further obligation to purchase the Output of the Plant or to make any payment whatsoever under this Agreement, except for payments for obligations arising or accruing prior to the effective date of termination, and (ii) Seller shall, if Buyer has paid for interconnection capital costs arising under the Interconnection Agreement pursuant to Section 4.1(h), either (A) reimburse Buyer pro rata for any such costs paid for by Buyer (assuming twenty-five (25) years of Plant operations) or (B) transfer to Buyer title to any such interconnection assets paid for by Buyer. To the extent Buyer has paid CAISO or LDC for Full Deliverability interconnection costs and those costs are reimbursable by CAISO or LDC, the reimbursements from CAISO or LDC must be forwarded to Buyer. Upon termination of the Agreement by Seller pursuant to Section 7.3(a) due to an Event of Default by Buyer, Seller shall not have any additional obligation to deliver the Output of the Plant to Buyer or to satisfy any other obligation of this Agreement, except for payments or other obligations arising or accruing prior to the effective date of termination. After the effective date of termination, the Agreement shall not be construed to provide any residual value to either Party or any successor or any other Person, for rights to, use of or benefits from the Plant to any Person; provided, however, Buyer shall have a right of first refusal to purchase the Output of any electricity generating facility owned or controlled by Seller or its affiliate(s) located at the Site. Such right of first refusal shall conform to the provisions of this Contract (but see subparagraph (b), below). b) Section 2.5. The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor provisions of Section 7.3 shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion survive termination of this Contract. Upon direction Agreement under Section 7.3 for a period of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interestfive (5) years from such termination. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State may, subject to the Force Majeure paragraph contained herein, Buyer may immediately terminate all or any part of this Contract by written notice to Seller, without liability to Seller, in any of default to the Contractor, terminate this Contract in whole following or in part if the Contractor fails toany other comparable events: i. Deliver i) Seller fails to deliver the Goods or to perform the services within the time specified in by the Contract or any amendment thereto;written extension;‌ ii. Make ) Seller fails to perform any other provision of the Contract or fails to make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any the Contract, and, in either of the other provisions of this Contract (but see subparagraph (b)these two circumstances, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within ten (10) days after receipt of notice from Buyer specifying the time frame stated in failure; or iii) Seller declares bankruptcy, suspends its business operation, or initiates any form of reorganization and/or other arrangement for the cure notice issued by benefit of its creditors. Seller shall continue all work not terminated. In the Buyer. c) If the State event that Buyer terminates all or part of this Contract in whole or in partaccordance with (a) above, it may Buyer may: i) acquire, under the terms and conditions and in the a manner the Buyer considers deems appropriate, Goods or services similar to those terminated, terminated and the Contractor will Seller shall be liable to the State Buyer for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated.such Goods; and dii) If the Contract is terminated for default, the State may require the Contractor Seller to transfer title and deliver to Buyer, in the State, as manner and to the extent directed by the Buyer, any:Xxxxx, i. Completed 1) any completed Goods, andand/or ii. Partially 2) such partially completed Goods and materials, parts, tools, dies, dies jigs, fixtures, plans, drawings, information, information and Contract rights (collectively referred to “Manufacturing Materials”) as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or specifically acquired for performance of such part of this Contract that has been terminated. Subject to the terminated portion terms of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest., ei) The State shall pay Contract price payment for completed Goods delivered to and accepted. The Contractor and accepted by Buyer in accordance with this Contract shall agree on be at the amount of Contract price, and ii) payment for manufacturing materials Manufacturing Materials delivered to and accepted for the protection by Buyer in accordance with this Contract, shall be in an amount agreed upon by Xxxxx and preservation of the propertySeller. Failure to agree will on an amount for Manufacturing Materials shall be a dispute and settled under article 1.24-“Governing Law; Jurisdiction; dispute Resolution”. Seller shall submit a written comprehensive termination claim to Buyer, including any supplemental and supporting information as Buyer shall require, within sixty (60) days after the Disputes clauseeffective date of termination. The State Buyer may withhold from these amounts any otherwise due to Seller for such completed Goods or Manufacturing Materials such sum the as Buyer determines to be deems necessary to protect the State Buyer or its customer(s) against loss because of any loss, including outstanding liens or liens, claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that for damages otherwise caused by Seller’s failure to perform its obligations under the default was excusable, the rights and obligations Contract. In no event shall Buyer be obligated to pay Seller any amount in excess of the parties Contract price. Buyer or Xxxxx’s agents shall be have the same as if the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to such termination had been issued for the convenience of the State. g) claim. The rights and remedies of the State Buyer in this clause article are cumulative and in addition to any other rights and or remedies provided by this Contract, at law or under this Contractin equity.

Termination for Default. a) The State may, subject to 11.1. It is understood and agreed that time is of the Force Majeure paragraph contained herein, essence under this order or any extension thereof effected by any change order. LACO may by written notice of default to the Contractor, terminate this Contract order in whole or in part if the Contractor Seller fails to: i. Deliver • to make delivery of the Goods product or to perform the services service within the time specified on the order, or, • to replace or correct defective products in accordance with the Contract or provision of those clauses hereof entitled “Warranty” and “Inspection” or, • to perform any amendment thereto; ii. Make progressof the provisions of this order, so or, • to make progress as to endanger performance in accordance with the terms hereof, including delivery schedules, or • if Seller becomes insolvent, admits inability to pay its debt as they mature, files a voluntary petition for bankruptcy, makes an assignment for the benefit of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below)creditors or if a petition under bankruptcy laws is filed against it. b) The State’s right 11.2. In the event of termination pursuant to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) aboveclause, LACO may be exercised if the Contractor does not cure procure upon such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the such manner the Buyer considers as LACO may deem appropriate, Goods products and services similar or services substantially similar to those terminated, so terminated and the Contractor will Seller shall be liable to the State LACO for any excess costs for those Goods or services. Howeverincurred by LACO, provided that in the Contractor event LACO elects to terminate only a portion of the order, then in such event Seller shall continue the work performance of the order to the extent not terminated. d) 11.3. If the Contract this order is terminated for defaultterminated, the State LACO, in addition to any other rights provided herein, may require the Contractor Seller to transfer title and deliver delivery to LACO, in the manner, time and to the State, as extent directed by the BuyerXXXX, any: i. Completed Goods• any completed products, and ii. Partially and • such partially completed Goods products and materialsmaterial, parts, toolstool, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the performance of the terminated portion of this Contractparts. 11.4. Upon Seller shall upon direction of the BuyerLACO, the Contractor shall also protect and preserve property encompassed in its possession in which this clause. Payment for uncompleted products delivered to and accepted by LACO shall be an amount agreed upon by Seller and LACO. However, such amount shall not exceed the State has an interestorder price per unit. e) The State shall pay Contract price 11.5. If LACO issues a notice of termination for completed Goods delivered default, and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is subsequently determined that LACO’s termination under this clause is inappropriate, the Contractor was not in default, or that the default was excusable, termination shall be deemed by LACO and Seller to have been originally issued under “Termination for Convenience” and the rights and obligations liabilities of the parties hereto shall in such event be the same as if the termination had been issued for the convenience of the Stategoverned by such clause. g) 11.6. Failure of LACO to enforce any right under this clause shall not be deemed a waiver of any other right hereunder. The rights and remedies of the State in LACO under this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contractlaw.

Termination for Default. a) The State may, subject to If the Force Majeure paragraph contained herein, CONTRACTOR defaults by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or failing to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions obligations of this Contract (but see subparagraph (b)Agreement or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, below). b) The State’s right the COUNTY may, by depositing written notice to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated CONTRACTOR in the cure notice issued by U.S. mail, postage prepaid, terminate the Buyer. c) Agreement, and at the COUNTY’s option, obtain performance of the work elsewhere. If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract Agreement is terminated for default, COUNTY shall have the State may require the Contractor right to transfer title and deliver recover payment already made plus any extra cost or damage to the StateCOUNTY resulting from such default(s), as directed including consequential damages. The CONTRACTOR shall bear any extra expenses incurred by the BuyerCOUNTY in completing the work, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, informationincluding all increased costs for completing the work, and Contract rights (collectively referred all damage sustained or which may be sustained by the COUNTY by reason of such default. The COUNTY may also exercise the right of specific performance, in which case the CONTRACTOR shall bear any extra or unanticipated expenses incurred in performing. Furthermore, and in addition to the foregoing, if CONTRACTOR defaults in performing the obligations of this Agreement with respect to delivery of goods conforming to the specifications agreed upon or the time for delivery agreed upon, CONTRACTOR shall be liable for liquidated damages of $1,000.00 per day, plus prejudgment interest, until such time as “manufacturing materials” in this clause) CONTRACTOR cures the default or the COUNTY is able to obtain performance of the work elsewhere. For avoidance of doubt, these damages reasonably relate to the cost of obtaining substitute restrooms and showers for an emergency facility on short notice and the risk that the Contractor emergency facility would be deemed uninhabitable without these restrooms and showers. If a notice of termination for default has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect been issued and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is later determined for any reason that the Contractor CONTRACTOR was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for the convenience of the StatePublic Convenience paragraph hereof. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State Buyer may, subject without liability, and in addition to the Force Majeure paragraph contained hereinany other rights or remedies provided herein or by law, terminate this Order in whole or in part by written notice of default if Seller: ‡ fails to deliver the Contractor, terminate this Contract in whole Supplies or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in this Order; ‡ fails to make sufficient progress with the Contract work, thereby endangering completion of performance within the time specified; or any amendment thereto; ii. Make progress, so as ‡ fails to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of comply or fails to perform in accordance with the other provisions of this Contract (but see subparagraph (b)Order, below). b) The State’s right to terminate including any applicable requirement of law. In these cases, Buyer may, at its option and only in writing, provide a period within which Seller may cure its default prior WR %X\HU·V terminating this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) Order for default. If the State Buyer terminates this Contract Order in whole or in part, it Buyer may acquirerepurchase similar Supplies and or Services from others and Seller shall be liable for any additional costs for the terminated Supplies and or Services, under and for any other damages caused Buyer by the terms Seller·V GHIDXOW ay Se%lleXr \theHOUrd erVpKricDe fOorOan y Scompleted Supplies and/or Services delivered and accepted, provided, however, that Buyer may withhold from any payments due Seller, any sum necessary to protect Xxxxx against any liability or expenses due to Seller's default. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect (1) to extend the manner Purchase Order delivery schedule, and/or (2) to waive other deficiencies iQ 6HOOHU·V SHUIRUPD in which case an equitable reduction in the Buyer considers appropriatePurchase Order price shall be negotiated. In the event of a partial termination, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor Seller shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by this Purchase Order or by law or under this Contractequity.

Termination for Default. a) The State may, subject to the Force Majeure paragraph contained herein, by written notice 20.1 Construction Contractor shall be considered in material def'8ult of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right and such default shall be considered cause for Owner to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) abovethe Contract, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, as further set forth in this Article, if Construction Contractor: (J) fails to begin the Work under the Contract Documents within the time specified herein; or (2) fails to properly and timely perform the Work as provided for in the Contract Documents; or (3) performs the Work unsuitably or neglects or refuses to remove materials or to correcL or replace such Work as may be rejected as unacceptable or unsuitable;or (4) discontinues the prosecution of the Work contrary to the requirements of the Contract; or (5) fails to resume Work which has been suspended within a reasonable time after being notified to do so; or (6) becomes insolvent or is declared bankrupt, or commits any act of bankruptcy; or (7) allows any final judgment to stand against it unsatisfied for more than ten (10) days; or (8) makes an assignment for the benefit of creditors; or (9) fails to obey any applicable codes, laws, ordinances, rules or regulations with respect to the Work; or (10) fails to promptly pay its subcontractors and suppliers; or (11) materially breaches any other provision of the Contract Documents. 20.2 If Owner determines that Construction Contractor is in default under this Contract, Owner shall notify Construction Contractor in writing of Construction Contractor's default(s). If Owner detennines that Construction Contractor has not remedied and cured the default(s) or established a mutually agreeable plan with the Owner to cure the default(s) within seven (7) calendar days following receipt by Construction Contractor of said written notice, then Owner, at its option, without releasing or waiving its rights and remedies against Construction Contractor's sureties and without prejudice to any other right or remedy it may acquirebe entitled to hereunder or by law, may terminate Construction Contractor's right to proceed under the terms and Contract, in the manner the Buyer considers appropriate, Goods whole or services similar to those terminatedin part, and take possession of all or any portion of the Contractor will be liable to the State for Work and any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, informationequipment, and appliances of Construction Contractor, take assignments of any of Construction Contractor's subcontracts and purchase orders that Owner may designate, and complete all or any portion of Construction Contractor's Work by whatever means, method or agency which Owner, in its sole discretion, may choose. In making either the initial detetmination that Construction Contractor is in default under this Contract rights (collectively referred to as “manufacturing materials” in this clause) or the subsequent determination that the Construction Contractor has specifically produced failed to satisfactorily cure its default, Owner may rely solely upon Design Professional's certification to Owner that in Design Professional's opinion Construction Contractor is in default or acquired has failed to satisfactorily cure its default. 20.3 If Owner deems any of the foregoing remedies necessary, Construction Contractor agrees that it shall not be entitled to receive any further payments until after the Work is completed. All monies expended and all of the costs, losses, damages and extra expenses, including all management, Xxx0xxxxxxxx Management Agreement CONSTRUCllON MANAGeMENT SERVICES ON A CONTlNUING BASIS UCPS CM Acmn>tat (_lb>,..,mvlcu adclltlcloo) t5e$Z01l NOVEMBER 16,20t0 administrative and other overhead and other direct and indirect expenses (including Design Professional and attorneys' fees) or damages incurred by Owner incident to such completion, shall be deducted from the unpaid balance of the Contract Amount, and if such expenditures exceed the unpaid balance of the Contract Amount, Construction Contractor agrees to pay promptly to Owner on demand the full amount of such excess, including costs of collection, attorney's fees (including appeals) and interest thereon at the maximum legal rate of interest until paid. If the wtpaid balance of the Contract Amount exceeds all such costs, expenditures and damages incurred by Owner to complete the Work, Construction Contractor shall not be entitled to any pottion of such excess, except for the terminated unpaid portion of the Construction Management Fee earned and the Cost of Work incun-ed prior to Construction Contractor's right to continue performance under this ContractContract being terminated. Upon direction Any amounts to be paid to Owner by Construction Contractor pursuant to this Paragraph 20.3 shall be cettified by Design Professional, upon application, and this obligation for payment shall survive termination of the BuyerContract. 20.4 The liability of Construction Contractor hereunder shall extend to and include the full amount of any and all sums paid.expenses and losses incurred, damages sustained. and obligations assumed by Owner in good faith under the belief that such payments or assumptions were necessary or required. in completing the Work and providing labor, materials, equipment, supplies, and other items therefore or re Jetting the Work, and in settlement, discharge or compromise of any claims, demands, suits, and judgments pertaining to or arising out ofthe Work hereunder. Further, in the event Owner has exercised its right to tenninate due to Construction Contractor's default, Construction Contractor shall also protect and preserve property be prohibited from bidding or otherwise seeking additional work from Owner in its possession in which the State has an interestaccordance with Owner's then current debarment policy. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) 20.5 If, after terminationnotice of termination of Construction Contractor's right to proceed pursuant to this Article, it is determined for any reason that the Construction Contractor was not in default, or that the its default was excusable, or that Owner is not entitled to the rights remedies against Construction Contractor provided herein, then such termination shall be deemed a termination for Owner's convenience and obligations of the parties Construction Contractor's remedies against Owner shall be the same as if the termination had been issued for the convenience of the Stateand limited to those afforded Construction Contractor under Paragraph 21.1 below. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a(A) If the Seller is in default in carrying out any of its obligations under this Order, the Buyer shall, prior to termination of the whole or part of this Order, give the Seller notice of such default. The State may, subject Seller shall have ten (10) calendar days (or more if authorized in writing from the Buyer) from the date of receipt of such notice in which to cure the default or to satisfy the Buyer that such default shall be cured within a period of time acceptable to the Force Majeure paragraph contained hereinBuyer. Upon failure to cure the default, by Buyer may give the Seller written notice of default Termination for Default. (B) Where the Seller becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or takes the benefit of any statute relating to bankrupt or insolvent debtors, or where a receiver is appointed under a debt instrument or a receiving order is made against the Seller, or an order is made or a resolution passed for the winding up of the Seller, the Buyer may, upon giving written notice to the ContractorSeller, immediately terminate this Contract in for default the whole or in any part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract Order. (but see subparagraph C) Upon the giving of a notice provided for in paragraph (bA) below); or iii. Perform any of the other provisions of this Contract or (but see subparagraph (bB), below). b) The State’s right to terminate the Seller shall have no claim for further payment other than as provided in this Contract under subparagraphs (a)(ii) and (a)(iii) aboveClause, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will but shall be liable to the State Buyer for all direct losses and direct damages which may be suffered by the Buyer by reason of the default, including any excess increase in the costs for those incurred by the Buyer in procuring the Goods or servicesfrom another source. However, Nothing in this Clause 12 affects any obligation of the Contractor Buyer under the law to mitigate damages and Seller shall continue proceed with the work portion of this Order not terminatedterminated under the provisions of this clause. d(D) If the Contract this Order is terminated for default, the State Buyer may require the (E) Upon receipt of a notice provided for in paragraph (A) or (B), the Contractor to transfer title and deliver to the State, Seller shall have no claim for further payment other than as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” provided in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State Buyer shall pay Contract the Order price for completed Goods delivered and accepted. The Contractor Seller and Buyer shall agree on the amount of payment for manufacturing materials Manufacturing Materials delivered and accepted for the protection and preservation of the propertyaccepted. Failure to agree will be a dispute under the Disputes clause. The State Buyer may withhold from these amounts any sum the Buyer determines to be necessary to protect the State Buyer against loss because of outstanding liens or claims of former lien holdersholders and Xxxxx's estimate of excess reprocurement costs due Buyer. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State 13.1. Buyer may, subject to the Force Majeure paragraph contained herein, by after providing Seller with twenty (20) calendar days written notice of default to the ContractorSeller, and upon Seller’s failure to cure such default in that twenty day cure period, or other such period as may be agreed to in writing, terminate this Contract Subcontract in whole or in part if the Contractor Seller: (i) fails to: i. Deliver to deliver the Goods or to perform the services Services within the time specified in the Contract this Subcontract or any amendment thereto; written extension; (ii. Make ) fails to make progress, so as to endanger performance of this Contract Subcontract; (but see subparagraph (biii) below); or iii. Perform material breaches any of the other provisions of this Contract Subcontract or, (but see subparagraph (b)iv) fails to provide adequate assurance of future performance; provided, below)however, there shall be no cure period for default related to failure to meet the delivery schedule or defaults incapable of cure. b) The State13.2. Seller shall promptly notify Buyer if Seller is the subject of insolvency, receivership or bankruptcy proceedings, or any other proceedings for the settlement of Seller’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) abovedebts. To the extent allowed by law, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in partevent of Seller’s bankruptcy, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor Seller to transfer title and deliver to the Statepost such financial assurance, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the propertysole discretion, deems necessary. Failure to agree will be post such financial assurance upon ten (10) days written notice shall constitute a dispute default under the Disputes clausethis Subcontract. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State Buyer in this clause are in addition to any other rights and remedies provided by law or under this ContractSubcontract. 13.3. Buyer may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Xxxxx, any partially completed Goods and raw material, parts, tools, dies, jigs, fixtures, plans, drawings, Services, information, and contract rights (materials) as Seller has produced or acquired for the performance of this Subcontract, including the assignment to Buyer of Seller’s Subcontracts. Xxxxxx further agrees to protect and preserve property in the possession of Seller in which Xxxxx has an interest. Payment for completed Goods delivered to and accepted by Buyer shall be at the Subcontract price. Payment for unfinished Goods or Services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the same manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Buyer may withhold from Seller monies otherwise due Seller for completed Goods and/or materials in such amounts as Buyer determines necessary to protect Buyer against loss due to outstanding liens or claims against said Goods and materials. 13.4. If Seller is terminated for default pursuant to this clause, Seller is liable to the Buyer for any excess repurchase costs incurred in acquiring Goods and/or Services similar to those terminated for default, and for any other damages, whether or not repurchase is affected. 13.5. In addition to the remedies stated herein, Seller hereby grants to Buyer a perpetual, unconditional, transferable, fully paid up, royalty- free license to use and exploit anywhere in the world all of Seller’s intellectual property which is necessary for the performance of the terminated portion of this Subcontract, solely to make, or have made, use, maintain and sell the Goods and/or Services.

Termination for Default. aWhere: (i) The State may, subject the Customer is in default in carrying out any of its obligations under the Agreement and fails to correct said default within ten (10) Business Days following a written notice sent by the Mint to the Force Majeure paragraph Customer informing the latter of the default; (ii) the Customer is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Customer or of its property is appointed, or an application for any of the foregoing is filed; or (iii) the Customer is in breach of any representation or warranty contained herein, the Mint may, upon giving written notice to the Customer, terminate the Agreement. (i) the Mint is in default in carrying out any of its obligations under this Agreement and fails to correct said default within ten (10) Business Days following a written notice sent by the Customer to the Mint informing the latter of the default; (ii) the Mint is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Mint or of its property is appointed, or an application for any of the foregoing is filed; or (iii) the Mint is in breach of any representation or warranty contained herein, the Customer may, upon giving written notice to the Mint, terminate the Agreement. Upon the giving of a written notice of default termination by either party pursuant to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any terms of the present clause, the Customer shall inform the Mint of the Customer’s carrier or representative to whom the Mint is to remit the Property for its return, the Business Day on which the Property is to be remitted to said carrier or representative, said carrier’s or representative’s vehicle model and registration number, and any other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, details which may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued requested by the Buyer. c) If the State terminates this Contract Mint in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar relation thereto. Pursuant to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after terminationSub-Clause 13(f), it is determined understood that the Contractor was not Mint will be permitted to retain as a credit and to offset against Unpaid Obligations, on a dollar for dollar basis, any Property deposited or caused to have been deposited or otherwise delivered to the Mint’s Facility for safe keeping or any other purposes on behalf of the Customer. Property left in defaultstorage at the Mint’s Facility after the termination date will be subject to storage and handling charges which may differ from those set out in the Rate Schedule attached hereto. Also, or that the Customer agrees to reimburse the Mint for any and all costs incurred by the Mint by reason of the Property having been left in storage at the Mint’s Facility after the termination date. In case of termination by the Mint pursuant to the present section, the Customer shall be liable towards the Mint for all losses and damages which may be suffered by the Mint by reason of the default or occurrence upon which the notice was excusablebased. In case of termination by the Customer pursuant to the present section, the rights and obligations of the parties Mint shall be liable towards the same as if Customer for all losses and damages which may be suffered by the termination had been issued for Customer by reason of default or occurrence upon which the convenience of the Statenotice was based. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State may, subject Fund may terminate the Contract immediately by serving a written Notice to the Force Majeure paragraph contained hereinContractor specifying the reasons for the default if: the Contractor undertakes legal proceedings to dissolve or wind up its business, by written notice or be declared bankrupt and/or insolvent; a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of default the Contractor’s assets and such attachment or process is not discharged within fifteen (15) days; there is a change of ownership or control with respect to the Contractor; the Contractor otherwise loses legal capacity to contract; the Contractor: breaches a material provision of the Contract and fails to remedy such breach within thirty (30) days; or materially breaches any other provision of the Contract at least twice in a continuous six (6) month period and, terminate in each case, fails to remedy the relevant breach within 30 days, and/or breaches any representations or warranties made under this Contract and, in either case, if such breach is capable of remedy, fails to remedy such breach within a reasonable time period notified to it by the Fund; or the Fund determines that the Contractor or a Contractor-Related Person has committed or engaged in unlawful acts, including the Prohibited Practices during the procurement and/or implementation of the Services or the Contract. If the Fund terminates the Contract in whole or in part if due to a default on the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any part of the other provisions of this Contract (but see subparagraph (b)Contractor, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, the Fund may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, procure Services and/or Related Goods or services similar to those terminatedto be provided under the Contract from a third party, and the Contractor will shall be liable to the State for any excess costs for those Goods or servicesthat the Fund may incur in procuring such similar Services and/or Related Goods. HoweverIf only part of the Contract is terminated, the Contractor shall continue performing its obligations provided under parts of the work not terminated. d) Contract that remain effective and the Contractor’s remuneration will be adjusted accordingly. If the Fund terminates the Contract pursuant to Clause 23.5, the Contractor shall forfeit its Performance Security and furthermore, in case the Contract is terminated for default, the State may require the Contractor pursuant to transfer title and deliver Clause 23.5(f) all funds paid to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which be returned to the State has an interestFund. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State mayA. Subject to paragraphs C and D below, subject to the Force Majeure paragraph contained hereinBuyer may terminate this Order in whole or in part, by written notice of default to the Contractor, terminate this Contract in whole or in part Seller if the Contractor fails toSeller: i. Deliver 1. Fails to deliver the Goods Products or to perform the services Services within the time specified in the Contract this Order or any amendment theretoextension; ii2. Make progress, Fails to make progress so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform Order or to perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) Order and (a)(iii) above, may be exercised if the Contractor does not cure such that failure within a period of ten (10) days after receipt of the time frame stated notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the cure notice issued by the Buyerevent a trustee or receiver is appointed for Seller’s property or business; or assignment. c) B. If the State Buyer terminates this Contract Order in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods Products or services Services similar to those terminated, and the Contractor Seller will be liable to the State Buyer for any excess costs for those Goods Products or servicesServices. However, the Contractor Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at Seller’s cost. d) C. If the Contract failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted Products or Services were obtainable from other sources in sufficient time for Seller to meet the required delivery schedule. D. If this Order is terminated for default, the State Buyer may require the Contractor Seller to transfer title and deliver to the StateBuyer, as directed by the BuyerXxxxx, any: i. Completed Goodsany (1) completed Products, and ii. Partially and (2) partially completed Goods Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the terminated portion of this ContractOrder. Upon direction of the Buyer, the Contractor Seller shall also protect and preserve property in its possession in which the State Buyer has an interest. e) The State E. Buyer shall pay Contract the Order price for completed Goods Products delivered or Services performed and accepted. The Contractor Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure . F. Buyer shall, at its option, have the right to agree will be a dispute set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the Disputes clause. The State may withhold from these account of Seller, any amounts owed by Buyer to Seller, and any sum the Buyer determines to be necessary to protect the State Buyer against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) G. The rights and remedies of the State Buyer in this clause are in addition to any other rights and remedies provided by law or under this ContractOrder.

Termination for Default. a(A) The State may, subject to the Force Majeure paragraph contained hereinBuyer, by written notice of notice, may terminate an Order for default to the Contractor, terminate this Contract in whole or in part part, if the Contractor fails toSeller: i. Deliver (i) fails to comply with any of the Goods or to perform terms of the services within the time specified in the Contract or any amendment theretoOrder; (ii. Make progress, ) fails to make progress so as to endanger performance of this Contract the Order; (but see subparagraph iii) fails to provide adequate assurance of future performance; (biv) below)files or has filed against it a petition in bankruptcy; (v) becomes insolvent or suffers a material adverse change in its financial condition; or iii. Perform any of (vi) sells or contracts to sell Goods to Buyer that are classified other than as EAR99 under the other provisions of this Contract (but see subparagraph (b), EAR ( as defined in Clause 28 below). b(B) The State’s right to terminate Upon termination, the Seller will have no claim for further payment other than as provided in this Contract under subparagraphs (a)(ii) and (a)(iii) aboveClause, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor but will be liable to the State Buyer for all direct losses and direct damages which may be suffered by the Buyer by reason of the default, including any excess increase in the costs for those incurred by the Buyer in procuring the Goods or servicesfrom another source. However, Nothing in this Clause affects any obligation of the Contractor shall continue Buyer under the work law to mitigate damages and Seller must proceed with the portion of an Order not terminatedterminated under the provisions of this clause. d(C) If the Contract Order is terminated for default, the State Buyer may require the Contractor Seller to transfer the title to, and deliver to the Statedeliver, as directed by the Buyer, any: i. Completed (i) completed Goods, and (ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) Manufacturing Materials that the Contractor has Seller and its subcontractors have specifically produced or acquired for the terminated portion of this Contractthe Order under notice of Termination for Default. Upon direction of the Buyer, the Contractor Seller shall also protect and preserve property in its possession in which the State Buyer has an interest. e(D) The State Seller will have no claim for further payment other than as provided in this clause. The Buyer shall pay Contract the Order price for completed Goods delivered and accepted. The Contractor Seller and Buyer shall will agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the propertyaccepted. Failure to agree will be a dispute under the Disputes clauseClause 32 (Disputes; Governing Law and Venue) below. The State Buyer may withhold from these amounts any sum the Buyer determines to be necessary to protect the State Buyer against loss because of outstanding liens or claims of former lien holdersholders and Buyer's estimate of excess reprocurement costs due Buyer. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g(E) The rights and remedies of the State Buyer in this clause or in any other clause of these Terms are in addition to any other rights and remedies provided to Buyer by law the law. Termination, whether by convenience or default, shall not relieve Seller of any obligations and liabilities which may have arisen under this Contractthese Terms prior to such termination, including but not limited to patent infringement, reproduction rights, latent defects, warranty obligations, indemnity and confidentiality provisions.

Termination for Default. (a) The State If Buyer fails to consummate the Closing as a result of a default by Buyer under this Agreement that is not cured within five (5) business days of specific written notice from Seller, Seller may, subject to the Force Majeure paragraph contained hereinas its sole and exclusive remedy, terminate this Agreement by giving written notice of default termination to Buyer and Escrow Agent, whereupon (A) Escrow Agent will promptly release to Seller the Contractorapplicable portion of the Deposit, terminate and all interest accrued thereon, (B) Escrow Agent will return to Buyer and Seller all documents deposited by them respectively, which are then held by Escrow Agent, (C) the parties will be released and relieved of all obligations to each other under this Contract in whole Agreement, except for provisions that expressly survive termination as provided herein, (D) Buyer will return to Seller all documents received by it during the course of its Due Diligence and (E) Buyer will have no further right to purchase the Property or in part if legal or equitable claims against Seller (except for any breach by Seller of provisions that survive termination) and/or the Contractor fails to: i. Deliver the Goods Property. Buyer will have no liability to Seller under any circumstances for any speculative, consequential or to perform the services within the time specified in the Contract or any amendment thereto; iipunitive damages and including, without limitation, lost profits. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of Without limiting the other provisions of this Contract (but see subparagraph Agreement, Buyer acknowledges that the provisions of this Subsection are a material part of the consideration being given to Seller for entering into this Agreement and that neither Seller nor Buyer would be unwilling to enter into this Agreement in the absence of the provisions of this Subsection. The provisions of this Subsection will survive any termination of this Agreement. The parties acknowledge and agree that Seller’s actual damages as a result of Buyer’s default would be difficult or impossible to ascertain and that the deliveries and payments provided for herein constitute reasonable compensation for its actual damages. Seller and Buyer acknowledge that they have read and understand the provisions of this Section 14.2(a) and by their initials below agree to be bound by its terms. Seller’s Initials Buyer’s Initials (b)) If Seller fails to consummate the Closing as a result of a default by Seller under this Agreement that is not cured within five (5) business days of specific written notice from Buyer, below). bBuyer may, as its sole and exclusive alternative remedies, either (i) The State’s terminate this Agreement by giving written notice of termination to Seller and Escrow Agent, whereupon (A) Escrow Agent will promptly release to Buyer the applicable portion of the Deposit, and all interest accrued thereon, (B) Escrow Agent will return to Buyer and Seller all documents deposited by them respectively, which are then held by Escrow Agent, (C) the parties will be released and relieved of all obligations to each other under this Agreement, except for provisions that expressly survive termination as provided herein, (D) Buyer will return to Seller all documents received by it during the course of its Due Diligence, and (E) Buyer will have no further right to terminate purchase the Property or legal or equitable claims against Seller (except for any breach by Seller of provisions that survive termination) and/or the Property, or (ii) Buyer may pursue specific performance of Seller’s obligation to perform its obligations under this Contract Agreement. Seller will have no liability to Buyer under subparagraphs (a)(iiany circumstances for any speculative, consequential or punitive damages. Without limiting the other provisions of this Agreement, Seller acknowledges that the provisions of this Subsection are a material part of the consideration being given to Buyer for entering into this Agreement and that Buyer would be unwilling to enter into this Agreement in the absence of the provisions of this Subsection. The provisions of this Subsection will survive any termination of this Agreement. With respect to any action by Buyer against Seller or by Seller against Buyer commenced after the Closing Date, Buyer and Seller expressly waive any right to any speculative, consequential, punitive or special damages including, without limitation, lost profits. Seller and Buyer acknowledge that they have read and understand the provisions of this Section 14.2(b) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall their initials below agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided bound by law or under this Contract.its terms. Seller’s Initials Buyer’s Initials

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the Contractorin writing, terminate this Contract Purchase Order in whole or in part if the Contractor fails to: i. Deliver the Goods at any time for (i) breach of any one or more of its terms, (ii) failure to perform the deliver goods or services within the time specified in the Contract by this Purchase Order or any amendment thereto; ii. Make progresswritten extension, (iii) failure to make progress so as to endanger performance of this Contract Purchase Order, or (but see subparagraph (biv) below); or iiifailure to provide adequate assurance of future performance. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to Buyer may also terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract Purchase Order in whole or in partpart in the event of Seller’s suspension of business, it may acquireinsolvency, appointment of a receiver for Seller’s property or business, or any assignment, reorganization or arrangement by Seller for the benefit of its creditors. In the event of partial termination, Seller is not excused from performance of the non-terminated balance of work under the terms Purchase Order. (b) In the event of Seller’s default hereunder, Xxxxx may exercise any or all rights and remedies accruing to it, both at law, including without limitation, those set forth in Article 2 of the manner the Buyer considers appropriateUniform Commercial Code, Goods or services similar to those terminatedin equity, and the Contractor will be liable to the State including but not limited to, Seller’s liability for any Buyer’s excess re-procurement costs for those Goods goods or services. However, the Contractor shall continue the work not terminated. d(c) If the Contract this Purchase Order is terminated for default, the State Buyer may require the Contractor Seller to transfer title to, and deliver to the StateBuyer, as directed by the BuyerXxxxx, any: i. Completed Goodsany (1) completed supplies, and ii. Partially and (2) partially completed Goods supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clauseSection) that the Contractor Seller has specifically produced or acquired for the terminated portion of this ContractPurchase Order. Upon direction of the Buyer, the Contractor Seller shall also protect and preserve property in its possession in which the State Buyer has an interest. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. a) The State mayA. Subject to paragraphs C and D below, subject to the Force Majeure paragraph contained hereinXxxxx may terminate this Order in whole or in part, by written notice of default to the Contractor, terminate this Contract in whole or in part Seller if the Contractor fails toSeller: i. Deliver 1. Fails to deliver the Goods Products or to perform the services Services within the time specified in the Contract this Order or any amendment theretoextension; ii2. Make progress, Fails to make progress so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform Order or to perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) Order and (a)(iii) above, may be exercised if the Contractor does not cure such that failure within a period of ten (10) days after receipt of the time frame stated notice from Buyer specifying Seller’s failure to perform; or 3. Becomes insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition of bankruptcy or pursues any other remedy under any other law relating to the relief for debtors, or in the cure notice issued by the Buyerevent a trustee or receiver is appointed for Seller’s property or business; or assignment. c) B. If the State Buyer terminates this Contract Order in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods Products or services Services similar to those terminated, and the Contractor Seller will be liable to the State Buyer for any excess costs for those Goods Products or servicesServices. However, the Contractor Seller shall continue the work not terminated. In addition, Buyer may rework or repair any Product or re-perform any Service, at Seller’s cost. d) C. If the Contract failure to perform is caused by the default of a subcontractor of Seller at any tier, and if the cause of the default is beyond the control of both Seller and subcontractor, and without the fault or negligence of either, Seller shall not be liable for any excess costs for failure to perform, unless the subcontracted Products or Services were obtainable from other sources in sufficient time for Seller to meet the required delivery schedule. D. If this Order is terminated for default, the State Buyer may require the Contractor Seller to transfer title and deliver to the StateBuyer, as directed by the BuyerXxxxx, any: i. Completed Goodsany (1) completed Products, and ii. Partially and (2) partially completed Goods Products and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the terminated portion of this ContractOrder. Upon direction of the Buyer, the Contractor Seller shall also protect and preserve property in its possession in which the State Buyer has an interest. e) The State E. Buyer shall pay Contract the Order price for completed Goods Products delivered or Services performed and accepted. The Contractor Seller and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure . F. Buyer shall, at its option, have the right to agree will be a dispute set off against, or appropriate and apply to the payment or performance of any obligation, sum or amount owing at any time to Buyer under this Order, all deposits, amounts, or balances held by Buyer for the Disputes clause. The State may withhold from these account of Seller, any amounts owed by Buyer to Seller, and any sum the Buyer determines to be necessary to protect the State Buyer against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) G. The rights and remedies of the State Buyer in this clause are in addition to any other rights and remedies provided by law or under this ContractOrder.

Termination for Default. (a) The State may, subject to Each of the Force Majeure paragraph contained herein, by written notice of following shall constitute a default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in under the Contract and Turbomach reserves the right to terminate, at no cost to Turbomach, all or any amendment thereto; ii. Make progress, so part of the Order if (i) Supplier fails to make progress as to endanger performance of this the Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within a period of 10 business days (or such longer period as Turbomach may in writing authorize) after receipt of notice from Turbomach specifying such failure, or (ii) Supplier does not perform the time frame stated Services as provided in the cure notice issued by Contract, or (iii) if Supplier breaches any of the Buyerterms of the Contract, or (iv) in the event of the happening of any of the following: insolvency of Supplier; filing of a voluntary or involuntary petition in bankruptcy which is not vacated within 30 days from date of filing; the appointment of a receiver or trustee for Supplier; the execution of an assignment for the benefit of creditors or the execution of a composition with creditors or any agreement of like import. c(b) If the State terminates this Contract Order is terminated for default in whole or in part, it Turbomach may acquire, under the terms terms, delivery schedules and in the manner the Buyer Turbomach considers appropriate, Goods or services Services similar to those terminatedterminated and in accordance with the time schedule in the Order, and the Contractor will Supplier shall be liable to the State Turbomach for any excess costs for those Goods or servicesand Services. However, the Contractor Supplier shall continue to perform any portion of the work Order not terminated. d(c) If the Contract Order is terminated for default, the State Turbomach may require the Contractor Supplier to transfer title and deliver to the StateTurbomach, as directed by the BuyerTurbomach, any: i. Completed Goods, and (i) completed goods that would be delivered with the Services; and (ii. Partially ) partially completed Goods goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, information and Contract contract rights (collectively referred to as “"manufacturing materials” " in this clause) that the Contractor Supplier has specifically produced or acquired for the terminated portion of this Contractthe Order. Upon direction of the BuyerTurbomach, the Contractor Supplier shall also protect and preserve property in its possession in which the State Turbomach or its customer(s) has an interest. e) The State . Turbomach shall pay Contract the Order price for completed Goods delivered Services that are accepted by Turbomach. Supplier and accepted. The Contractor and Buyer Turbomach shall agree on the amount of payment for Supplier's manufacturing materials delivered and accepted accepted, which under no circumstance shall exceed Supplier's direct cost for the protection and preservation of the propertysuch manufacturing materials. Failure to agree will be a dispute under the Disputes clause. The State Turbomach may withhold from these amounts any contractual liquidated damages and any sum the Buyer Turbomach determines to be necessary to protect the State Turbomach against loss because of outstanding liens or claims of former lien holdersholders or from excess costs Turbomach may incur in completing the Services or obtaining substitute Services from others and claims Turbomach may have against Supplier. f(d) If, after terminationtermination for default, it is finally determined that the Contractor Supplier was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued made pursuant to the Termination for the convenience of the StateConvenience provision above. g(e) The rights To the extent permitted by, and remedies subject to the mandatory requirements of applicable law, each and every right, power and remedy herein specifically given to Turbomach or otherwise in the State in this clause are Contract shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by Turbomach, and its exercise or failure to exercise any other rights and remedies provided by law power or under this Contractremedy shall not be construed to be a waiver of its right to exercise at any time thereafter any right, power or remedy.

Termination for Default. (a) The State maySubject to paragraphs (b), subject to the Force Majeure paragraph contained herein(c), (d) and (e) below, Buyer may by written notice of default to the ContractorSeller, terminate this Contract the Agreement in whole or in part if the Contractor Seller fails to: i. Deliver (i) Comply with any of the Goods or to perform covenants and agreements set forth in this Agreement and such failure shall not be cured within twenty (20) days of the services within the time specified in the Contract or any amendment thereto;receipt by Seller of written notice at such default; or (ii. ) Make progress, so as to endanger performance of this Contract Agreement, and such failure is not cured within twenty (but see subparagraph 20) days of receipt by Seller of written notice of such default. (b) below)If Buyer terminates this Agreement in part for default, Buyer shall (a) pay the applicable prices herein for any completed or partially completed and accepted work not yet paid for; or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole pay Orbital's reasonable costs for any work-in-process or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable non-recoverable costs for any work performed unrelated to the State reason for any excess costs for those Goods or servicesdefault. However, the Contractor Seller shall continue the work not terminated. d(c) If the Contract this Agreement is terminated for default, the State default (i) Buyer may require the Contractor Seller to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially Buyer any (A) completed Goods or partially completed work deliverable under this Agreement and materials, parts, tools, dies, jigs, fixtures, plans, drawings, informationnot previously delivered to, and Contract rights accepted by, Buyer to the extent Seller received payment therefore, and (collectively referred to as “manufacturing materials” in this clauseB) that the Contractor has other property, including agreement rights, specifically produced or acquired for the terminated portion of the Agreement; and/or (ii) Buyer may direct Seller to repay to Buyer any amounts paid by Buyer not covered by the deliveries specified in this Contractsub-section (c) above. Upon direction Seller shall take into account in its determinations as to the amount of the progress payments to be repaid to Buyer, the Contractor shall also protect and preserve property in extent to which Buyer exercises its possession in which the State has an interestrights under this sub-section (c). e(d) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after After termination, if it is determined that the Contractor Seller was not in default, or that the default was excusable, the rights and obligations of the parties shall negotiate an equitable settlement. Failure to agree on an equitable adjustment shall constitute a dispute and shall be the same as if the termination had been issued for the convenience resolved in accordance with Article IX of the Statethis Agreement. g(e) The Subject to the terms and conditions of Article XIX, the rights and remedies of the State in Buyer and Seller under this clause Article XI are in addition to any other rights and remedies provided by law or under this ContractAgreement.

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice Notice of default Default to the ContractorSeller, terminate this Contract Contract, in whole or in part part, or, at Buyer’s sole discretion, require the Seller to post such financial assurance as Buyer deems reasonably necessary, if the Contractor Seller fails to: i. Deliver : (i) deliver the Goods goods or to perform the services within the time specified in the this Contract or any amendment thereto; extension; (ii. Make ) make progress, so as to endanger performance of this Contract Contract; or (but see subparagraph (biii) below); or iii. Perform perform any of the other provisions of this Contract Contract, provided, however, that in the event of a default pursuant to either (but see subparagraph ii) or (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iiiiii) above, The Seller shall be afforded a ten (10) day cure provided before Buyer may be exercised if the Contractor does not cure such failure within the time frame stated declare Seller in the cure notice issued by the Buyerdefault. c(b) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor Seller to transfer title and deliver to Buyer, in the State, as manner and to the extent directed by the BuyerXxxxx, any: i. Completed Goods, and ii. Partially any partially completed Goods goods and materialsraw material, parts, tools, dies, jigs, fixtures, plans, drawings, informationservices, information and Contract rights (collectively referred to Materials) as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or acquired for the terminated portion performance of this Contract. Upon direction of the Buyer, including, if requested by Xxxxx, the Contractor shall also assignment to Buyer of Xxxxxx’s subcontracts. Xxxxxx further agrees to protect and preserve property in its the possession of Seller in which the State Xxxxx has an interest. e) The State shall pay Contract price . Payment for completed Goods goods delivered to and accepted. The Contractor and accepted by Buyer shall agree on be at the amount of payment Contract price. Payment for manufacturing materials unfinished goods or services, which have been delivered to and accepted by Buyer and for the protection and preservation of property, shall be at a price determined in the propertysame manner as provided in the Termination for Convenience provision hereof except that Seller shall not be entitled to profit. Failure to agree will be a dispute under the Disputes clause. The State Buyer may withhold from these Seller monies otherwise due Seller for completed goods and/or Materials in such amounts any sum the as Buyer determines to be may determine necessary to protect the State Buyer against loss because of due to outstanding liens or claims of former lien holdersagainst said goods and Materials. f(c) IfSeller shall promptly notify Buyer if Seller is the subject of any petition in bankruptcy. In the event of Seller’s bankruptcy, after terminationBuyer may require Seller to post such financial assurance as Buyer, it is determined that the Contractor was not in defaultits sole discretion, or that the deems necessary. Failure to post such financial assurance upon ten (10) days written notice shall constitute a default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) under this Contract. The rights and remedies of the State Buyer in this clause are in addition to any other rights and remedies provided by law or under this Contract. (d) Nothing contained herein shall be construed as limiting Buyer’s remedies, at law or at equity, for breach of contract.

Termination for Default. a) The State i. Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the ContractorSeller, terminate all or part of this Contract in whole or in part if the Contractor if: (a) Seller fails to: i. Deliver the Goods or to perform the services deliver Services within the time specified in the by this Contract or any amendment thereto; ii. Make written extension; (b) Seller fails to perform any other provision of this Contract or fails to make progress, so as to endanger performance of this Contract, and, in either of these two circumstances, within ten (10) days after receipt of notice from Buyer specifying the failure, does not cure the failure or provide Buyer with a written detailed plan adequate to cure the failure if such failure reasonably cannot be cured within such ten (10) days and such plan is acceptable to Buyer’s Authorized Procurement Representative; (c) Seller fails to provide written adequate assurance of its ability to perform in accordance with all terms of this Contract within ten (but see subparagraph 10) days of written request for adequate written assurance from Buyer specifying the matters that are or could affect such ability to perform; or (bd) below); orin the event of Seller’s bankruptcy, suspension of business, insolvency, appointment of a receiver for Seller’s property or business, or any assignment, reorganization, or arrangement by Seller for the benefit of its creditors. ii. Seller shall continue all Services not terminated. If Buyer cancels all or part of this Contract, Seller shall be liable for Buyer’s excess re-procurement costs. iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor Seller to transfer title and deliver to the StateBuyer, as directed by the BuyerXxxxx, any: i. Completed Goods(i) any completed materials, and and (ii. Partially ) any partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract or contract rights (collectively referred to as collectively, “manufacturing materials” in this clauseManufacturing Materials”) that the Contractor Seller has specifically produced or acquired for the terminated portion of this Contract. Upon direction of the from Buyer, the Contractor Seller shall also protect and preserve property in its possession in which the State Buyer or its customer has an interest. e) The State iv. Buyer shall pay Contract the price for completed Goods delivered and materials accepted. The Contractor and Buyer shall agree on the amount of In addition, any payment for manufacturing materials delivered Manufacturing Materials accepted by Buyer and accepted for the protection and preservation of property shall be at a price determined in accordance with the property“Termination for Convenience” provision of this Contract, except that Seller shall not be entitled to profit. Failure to agree will be a dispute under the Disputes clause. The State Buyer may withhold from these amounts any amount due under this Contract any sum the Buyer determines to be necessary to protect the State Buyer or Xxxxx’s customer against loss because of outstanding liens or claims of former lien holders. f) v. If, after terminationtermination in whole or in part, it is determined that the Contractor Seller was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in Parties shall be as if this clause are in addition Contract had been terminated according to any other rights and remedies provided by law or under the “Termination for Convenience” provision of this Contract.

Termination for Default. a) The State mayBuyer may terminate this Contract, subject to the Force Majeure paragraph contained hereinin whole or in part, by providing written notice of default to the ContractorSeller, terminate this Contract in whole or in part if any of the Contractor fails tofollowing circumstances: i. Deliver 1. The Seller fails to deliver the Goods or to perform the services Services within the time specified in the Contract this Contract, or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below)agreed-upon extension thereof; or iii2. Perform The Seller fails to comply with any of the other provisions of this Contract (but see subparagraph (b)or fails to make sufficient progress that endangers the timely completion of this Contract, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) abovein either case, may be exercised if the Contractor Seller does not cure such failure within the time frame stated in the cure ten (10) days of receiving written notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner from the Buyer considers appropriatespecifying such failure (or any longer period that the Buyer may authorize in writing); 3. The Seller becomes insolvent, unable to pay its debts as they become due, or becomes subject to proceedings under any law related to bankruptcy or the relief of debtors, or admits in writing its inability to pay its debts; 4. The Buyer has reasonable grounds to be insecure about the Seller's due performance and has demanded in writing adequate assurance, but the Seller has failed to provide such assurance within a reasonable time not exceeding ten (10) days. Upon termination of this Contract, the Buyer may, at its discretion, procure substitute Goods or services similar to those terminatedServices elsewhere, and the Contractor will Seller shall be liable to the State for any excess costs for those Goods incurred by the Buyer. The Buyer may also recover any damages resulting from the Seller's default, including but not limited to any loss of profits or servicesconsequential damages. HoweverIn the event of termination of this Contract, the Contractor Seller shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the StateBuyer, as directed in the manner and to the extent requested in writing by the Buyer, any: i. Completed Goods, and ii. Partially all complete or partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) or Services that the Contractor Seller has specifically produced or acquired for the performance of the terminated portion of the Contract. The Seller shall take all necessary steps to protect and preserve such Goods and Services until they are delivered to the Buyer. The Buyer will only pay the Seller for the price of the Goods and Services that have been accepted by the Buyer. The Seller shall submit a final invoice, which shall include all allowable costs incurred up to the date of termination, for the Goods and Services delivered and accepted by the Buyer. Additionally, the Seller shall deliver to the Buyer any of its intellectual property, including technical data and commercial computer software, that is necessary for the Buyer to perform its obligations under any prime or higher-tier contracts or to complete its own and the Seller's obligations in connection with this Contract. Upon direction The Seller shall provide the Buyer with all necessary licenses, authorizations, and information to use such intellectual property. The Seller shall also provide the Buyer with all necessary documentation and information related to the terminated portion of the BuyerContract, including but not limited to production schedules, designs, and specifications, to enable the Buyer to complete the terminated work. In the event of termination of this Contract, the Contractor Seller shall also protect and preserve property in its possession in which continue to perform the State Contract to the extent that it has an interest. e) The State shall pay Contract price for completed Goods delivered and acceptednot been terminated. The Contractor and Buyer shall agree on the amount termination of payment for manufacturing materials delivered and accepted for the protection and preservation a part of the propertyContract shall not affect the Seller's obligations to perform the remaining part of the Contract. Failure to agree will In no event shall Buyer be a dispute under the Disputes clause. The State may withhold from these amounts liable for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations excess of the parties total Funding Value. Seller’s termination claim shall be the same as if the termination had been issued for the convenience submitted within sixty (60) days of the State. g) The rights and remedies effective date of the State in this clause are in addition to any other rights and remedies provided by law or under this Contracttermination.

Termination for Default. a) The State may, subject to the Force Majeure paragraph contained herein, Buyer may immediately terminate all or any part of this Contract by written notice to Seller, without liability to Seller, in any of default to the Contractor, terminate this Contract in whole following or in part if the Contractor fails toany other comparable events: i. Deliver i) Seller fails to deliver the Goods or to perform the services within the time specified in by the Contract or any amendment theretowritten extension; ii. Make ) Seller fails to perform any other provision of the Contract or fails to make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any the Contract, and, in either of the other provisions of this Contract (but see subparagraph (b)these two circumstances, below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iii) above, may be exercised if the Contractor does not cure such failure within ten (10) days after receipt of notice from Buyer specifying the time frame stated in failure; or iii) Seller declares bankruptcy, suspends its business operation, or initiates any form of reorganization and/or other arrangement for the cure notice issued by benefit of its creditors. Seller shall continue all work not terminated. In the Buyer. c) If the State event that Buyer terminates all or part of this Contract in whole or in partaccordance with (a) above, it may Buyer may: i) acquire, under the terms and conditions and in the a manner the Buyer considers deems appropriate, Goods or services similar to those terminated, terminated and the Contractor will Seller shall be liable to the State Buyer for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated.such Goods; and dii) If the Contract is terminated for default, the State may require the Contractor Seller to transfer title and deliver to Buyer, in the State, as manner and to the extent directed by the Buyer, any:Xxxxx, i. Completed 1) any completed Goods, andand/or ii. Partially 2) such partially completed Goods and materials, parts, tools, dies, dies jigs, fixtures, plans, drawings, information, information and Contract rights (collectively referred to “Manufacturing Materials”) as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or specifically acquired for performance of such part of this Contract that has been terminated. Subject to the terminated portion terms of this Contract. Upon direction of the Buyer, the Contractor shall also protect and preserve property in its possession in which the State has an interest., ei) The State shall pay Contract price payment for completed Goods delivered to and accepted. The Contractor and accepted by Buyer in accordance with this Contract shall agree on be at the amount of Contract price, and ii) payment for manufacturing materials Manufacturing Materials delivered to and accepted for the protection by Buyer in accordance with this Contract, shall be in an amount agreed upon by Xxxxx and preservation of the propertySeller. Failure to agree will on an amount for Manufacturing Materials shall be a dispute and settled under article 1.24-“Governing Law; Jurisdiction; dispute Resolution”. Seller shall submit a written comprehensive termination claim to Buyer, including any supplemental and supporting information as Buyer shall require, within sixty (60) days after the Disputes clauseeffective date of termination. The State Buyer may withhold from these amounts any otherwise due to Seller for such completed Goods or Manufacturing Materials such sum the as Buyer determines to be deems necessary to protect the State Buyer or its customer(s) against loss because of any loss, including outstanding liens or liens, claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that for damages otherwise caused by Seller’s failure to perform its obligations under the default was excusable, the rights and obligations Contract. In no event shall Buyer be obligated to pay Seller any amount in excess of the parties Contract price. Buyer or Xxxxx’s agents shall be have the same as if the right to audit and examine all books, records, facilities, work, material, inventories and other items relating to such termination had been issued for the convenience of the State. g) claim. The rights and remedies of the State Buyer in this clause article are cumulative and in addition to any other rights and or remedies provided by this Contract, at law or under this Contractin equity.

Termination for Default. (a) The State If a Default occurs, the Party that is not the Defaulting Party (the “Non- Defaulting Party”) may, subject for so long as the Default is continuing and without limiting any other rights or remedies available to the Force Majeure paragraph contained hereinNon-Defaulting Party under this Agreement, by written notice of default (“Termination Notice”) to the ContractorDefaulting Party (i) establish a date (which shall be no earlier than the date of such notice and no later than twenty (20) days after the date of such notice) (“Early Termination Date”) on which this Agreement shall terminate, terminate this Contract and (ii) withhold any payments due in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance respect of this Contract (but see subparagraph Agreement; provided, upon the occurrence of any Default of the type described in Section 13.1(d) or Section 13.1(e), this Agreement shall automatically terminate, without notice or other action by either Party as if an Early Termination Date had been declared immediately prior to such event. (b) below); or iiiIf an Early Termination Date has been designated, the Non-Defaulting Party shall calculate in a commercially reasonable manner its Gains, Losses and Costs resulting from the termination of this Agreement and the resulting Termination Payment. Perform any The Gains, Losses and Costs relating to the Facility Energy, Capacity Rights and Green Attributes that would have been required to be delivered under this Agreement had it not been terminated shall be determined by comparing the amounts Buyer would have paid therefor under this Agreement to the equivalent quantities and relevant market prices either quoted by a bona fide third party offer or which are reasonably expected by Buyer to be available in the market under a replacement contract for this Agreement covering the same products and having a term equal to the Remaining Term at the date of the Termination Notice adjusted to account for differences in transmission, if any. The Non- Defaulting Party shall not be required to enter into any such replacement agreement in order to determine its Gains, Losses and Costs or the Termination Payment. To ascertain the market prices of a replacement contract, the Non-Defaulting Party may consider, among other provisions of this Contract valuations, quotations from dealers in energy contracts and bona fide third party offers. If the Non-Defaulting Party’s Costs and Losses exceed its Gains, then the Termination Payment shall be an amount owing to the Non-Defaulting Party. If the Non-Defaulting Party’s Gains exceed its Costs and Losses, then the Termination Payment shall be zero dollars (but see subparagraph (b$0). The Termination Payment shall not include consequential, below)incidental, punitive, exemplary, or indirect or business interruption damages. b(c) The StateFor purposes of the Non-Defaulting Party’s right to terminate this Contract under subparagraphs determination of its Gains, Losses and Costs and the Termination Payment, it shall be assumed, regardless of the facts, that Seller would have sold, and Buyer would have purchased, each day during the Remaining Term (a)(iii) Facility Energy in an amount equal the Assumed Daily Deliveries, and (a)(iiiii) above, may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the manner the Buyer considers appropriate, Goods or services similar to those terminated, and the Contractor will be liable Green Attributes associated therewith. The “Assumed Daily Deliveries” is an amount equal to the State for any excess costs for those Goods or services. However, the Contractor shall continue the work not terminated. d) If the Contract is terminated for default, the State may require the Contractor to transfer title and deliver to the State, as directed by the Buyer, any: i. Completed Goods, and ii. Partially completed Goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract rights (collectively referred to as “manufacturing materials” in this clause) that the Contractor has specifically produced or acquired Guaranteed Generation for the terminated portion of this Contract. Upon direction of the Buyerthen current Contract Year multiplied by 1.0556, the Contractor shall also protect and preserve property in its possession in which the State has an interestdivided by 365. e) The State shall pay Contract price for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered and accepted for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Buyer determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders. f) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the State. g) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this Contract.

Termination for Default. (a) The State Buyer may, subject to the Force Majeure paragraph contained herein, by written notice of default to the ContractorSeller, terminate all or any part of this Contract for default if Seller fails to: (i) make full delivery of the Goods or perform this Contract within the time specified in the Contract; (ii) deliver Goods that conform in all respects with the specifications and quality requirements set forth in the Contract; (iii) perform any of its other obligations set forth in the Contract; or (iv) take any action or inaction that endangers performance of this Contract and fail to cure such situation within a period of ten (10) calendar days after receipt of notice from Buyer. If only part of the Contract is terminated, Seller is not excused from performance of the non-terminated part of the Contract. (b) In the event Buyer terminates this Contract in whole or in part if the Contractor fails to: i. Deliver the Goods or to perform the services within the time specified as provided in the Contract or any amendment thereto; ii. Make progress, so as to endanger performance of this Contract (but see subparagraph (b) below); or iii. Perform any of the other provisions of this Contract (but see subparagraph (b), below). b) The State’s right to terminate this Contract under subparagraphs (a)(ii) and (a)(iiia) above, Buyer may be exercised if the Contractor does not cure procure, upon such failure within the time frame stated in the cure notice issued by the Buyer. c) If the State terminates this Contract in whole or in part, it may acquire, under the terms and in the such manner the as Buyer considers may deem appropriate, Goods or services similar to those so terminated, and the Contractor will Seller shall be liable to the State Buyer for any excess costs for those Goods or services. Howeverthe same, including without limitation all costs and expenses of the Contractor shall continue the work not terminatedtype specified ¶ 9, WARRANTY. d(c) If the Contract is terminated for defaultBuyer, the State in addition to any other rights and remedies provided by applicable law or under this Contract, may require the Contractor Seller to transfer title and deliver to Buyer or to Buyer’s customer, in the State, as manner and to the extent directed by the Buyer, anyXxxxx for: i. Completed (i) any completed Goods, and ; (ii. Partially ) any partially completed Goods or work in progress; and (iii) any materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and Contract contract rights (collectively referred to hereinafter called "Manufacturing Materials") as “manufacturing materials” in this clause) that the Contractor Seller has specifically produced or specifically acquired for the terminated portion performance of such part of this Contract. Upon Contract as has been terminated. (d) Seller shall, upon direction of the BuyerBuyer and at Seller’s own cost, the Contractor shall also protect mark, separate, protect, and preserve property in its Seller’s possession in which Buyer or the State Buyer’s customer has an interest. (e) The State shall pay Contract price Payment for completed Goods delivered and accepted. The Contractor and Buyer shall agree on the amount of payment for manufacturing materials delivered to and accepted by Buyer pursuant to subparagraph (c) above shall be at the Contract price. Payment for the protection partially completed Goods, work in progress, or Manufacturing Materials delivered to and preservation of the property. Failure accepted by Buyer pursuant to subparagraph (c) above shall be in an amount agreed to by Buyer and Seller, and failure to agree will to such amount shall be a dispute under concerning a question of fact within the Disputes clausemeaning ¶ 30, DISPUTE RESOLUTION. The State Seller must transfer title and deliver partially completed Goods, work in progress, or Manufacturing Materials in accordance with Xxxxx’s direction even if the parties have not yet agreed on terms of Payment. Under no circumstances shall a failure of the parties to agree upon payment terms excuse the Seller from performing in accordance with Xxxxx’s direction. Buyer may withhold from these amounts any otherwise due to Seller, such sum the as Buyer reasonably determines to be necessary to protect the State Buyer or Buyer’s customer against loss because of due to or resulting from outstanding liens or claims of former lien holdersholders or for damages otherwise caused by Seller's failure to perform its obligations under this Contract. (f) If, after terminationnotice of termination of this Contract under the provisions of this ¶ 19, it is determined for any reason that the Contractor Seller was not in defaultdefault under the provisions above, or that the default was excusableexcusable under ¶ 16, EXCUSABLE DELAYS, the rights and obligations of the parties shall be the same as if the notice of termination had been issued for the convenience of the Statepursuant to ¶ 20, TERMINATION FOR CONVENIENCE. (g) The rights and remedies of the State Buyer provided in this clause ¶ 19 shall not be exclusive and are in addition to any other rights and remedies provided by applicable law or under this Contract. For the avoidance of doubt, nothing in this ¶ 19 shall limit in any way Buyer’s rights under subparagraph (b) of ¶ 3, DELIVERY.