Common use of Quality Clause in Contracts

Quality. Substitution of other items for those specified in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedule.

Quality. Substitution of other items A. Seller understands that Buyer intends to sell the Products purchased from Seller as a primary animal feed ingredient and that said Products are subject to minimum quality standards for those specified such use. Seller agrees and warrants that the Products produced at its Plant and delivered to Buyer will comply with current industry standards in the specifications by brand name is not acceptable feed trade. B. Seller warrants that all Products, unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (includingparties agree otherwise, but not limited to, the delivery schedule for such item). Should Seller wish sold to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative Buyer hereunder shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, at the time of shipmentdelivery to Buyer, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere conform to the following minimum quality standard: The standard for DDGS will be determined on an “as is” basis rather than a dry weight basis. Minimum quality standards of quality required under this Contract for Solubles shall be grounds for termination if not cured as required hereinagreed upon by the parties at a subsequent date. Notwithstanding Buyer may amend the foregoing, Seller shall be solely responsible for the foregoing minimum quality standards activities covering its operations and that of its Suppliers. The making or failure standard upon 90 days written notice to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discoverySeller; provided, however, that Purchaser such amended minimum quality standards are acceptable under current industry standards in the feed trade industry at the time of amendment. C. Payment of invoice does not waive Buyer’s rights if goods do not comply with terms or specifications of this Agreement. Unless otherwise agreed between the parties to this Agreement, and EPC Contractor in addition to other remedies permitted by law, the Buyer may, without obligation to pay, reject either before or after delivery, any of the Products which when inspected or used fail in a material way to conform to this Agreement. Should any of the Products be seized or condemned by any federal or state department or agency for any reason except noncompliance by Buyer with applicable federal or state requirements, such seizure or condemnation shall operate as a rejection by Buyer of the goods seized or condemned and Buyer shall not be obligated to offer any defense in connection with the seizure or condemnation. When rejection occurs before or after delivery, at its option, Buyer may: (1) Dispose of the rejected goods after first offering Seller a reasonable opportunity of examining and taking possession thereof, if the condition of the goods reasonably appears to Buyer to permit such delay in making disposition; or (2) Dispose of the rejected goods in any manner directed by Seller which Buyer can accomplish without violation of applicable laws, rules, regulations or property rights; or (3) If Buyer has no available means of disposal of rejected goods and Seller fails to direct Buyer to dispose of it as provided herein, Buyer may return the rejected goods to Seller, upon which event Buyer’s obligations with respect to said rejected goods shall be deemed fulfilled. Title and risk of loss shall pass to Seller promptly advise upon rejection by Buyer. (4) Seller shall reimburse Buyer for all costs reasonably incurred by Buyer in storing, transporting, returning and disposing of any the rejected goods. Buyer shall have no obligation to pay Seller for rejected goods and may deduct reasonable costs and expenses to be reimbursed by Seller from amounts otherwise owed by Buyer to Seller. (5) If Seller produces Products which comply with the warranty in Section C above but which do not meet applicable industry standards, Buyer agrees to purchase such nonconformity of Products for resale but makes no representation or warranty as to the price at which either becomes awaresuch Products can be sold. If at any time prior the Products deviates so severely from industry standard as to completion be unsalable, then it shall be disposed of Performance Testing a problem in the Equipment develops manner provided for rejected goods in Section C above. D. If Seller knows or reasonably suspects that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice any of the nonconformance Products produced at its Plant are adulterated or defect promptly after either has actual knowledge misbranded, or outside of sameindustry quality standards, Seller shall promptly present a proposal to remedy so notify Buyer so that such Products can be tested before entering interstate commerce. If Buyer knows or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin reasonably suspects that any of the problemProducts produced by Seller at its Plant are adulterated, misbranded or outside of industry quality standards, then Buyer may obtain independent laboratory tests of the affected goods. Except for those Certain Purchaser Test ObligationsIf such goods are tested and found to comply with all warranties made by Seller herein, then Buyer shall pay all testing costs; and if the goods are found not to comply with such warranties, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including pay all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduletesting costs.

Quality. Substitution 5(1) The LNG sold hereunder shall, at the time of other items for those specified unloading at the Discharge Port, comply with the quality specifications (“Specifications”) set forth in the specifications by brand name is not acceptable unless the term “or approved equal” appears Specific Order applicable to such cargo of LNG. 5(2) After completion of loading, if, in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited toopinion of Seller, the delivery schedule for such item). Should Seller wish quality of the LNG may fail to substitute itemscomply with the Specifications, Seller shall make notify Buyer of the expected quality of the LNG (at the time of unloading) as soon as reasonably practicable. Buyer shall provide Seller, promptly after the reception of the above mentioned notification, with a written request reasonable and documented estimate of the costs to Purchaser treat the LNG (if such treatment is possible) and will provide data the costs to demonstrate remedy any direct damage to the LNG Receiving Facilities arising from the LNG being unloaded there (“Estimated Treating Costs”). If Seller accepts to pay such Estimated Treating Costs, then, subject to the agreement of the operator of the LNG Receiving Facilities, the Buyer shall have the obligation to accept the cargo subject to the cargo being treated as agreed; payment of actual documented treating costs up to the Estimated Treating Costs, shall constitute Buyer’s sole and exclusive remedy for any damages arising from the LNG not complying with the Specifications. If after completion of unloading, such cargo was indeed to comply with the Specifications, Seller shall be relieved of its obligation to pay Estimated Treating Costs. If it is not possible to treat the LNG or the Seller does not accept to pay the Estimated Treating Costs then the Buyer shall have the right to reject that cargo and in such case the Seller shall pay the Buyer the Cargo Underdelivery Amount. 5(3) In the event that it is discovered at the time of unloading, excluding the situation described in 5(2), that the substituted item(squality of LNG as per EX-SHIP Certificate of Quality on Unloading materially fails to comply with the Specifications applicable to such cargo if ascertained before completion of unloading or the issuance of the Ex-Ship Certificate of Quality on Unloading, Seller agrees to reimburse Buyer for any reasonable actual documented direct costs incurred by Buyer in treating such LNG received at the LNG Receiving Facilities and in remedying any direct damage to the LNG Receiving Facilities (including any amount for which the Buyer may be liable to the operator of the LNG Receiving Facilities) isarising from the LNG being unloaded there, by reason of it being out of Specifications. In the above circumstances the Buyer shall be obliged to accept the LNG still to be delivered unless the operator of the LNG Receiving Facilities has refused to accept the LNG by reason of its being out of the Specifications, after Buyer having duly used reasonable efforts to cause the operator of the LNG Receiving Facilities to accept each cargo of LNG that can be processed at the LNG Receiving Facilities, in factwhich case Buyer shall have the right to reject the remaining LNG, technically equivalent or better and of comparable or better quality subject to the specified itemLNG Ship can operate and leave the berth safely. 5(4) Buyer shall promptly invoice Seller for amounts due under Sub-Clause 5(2). All substituted items must be approved Seller shall pay Buyer in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given immediately available funds within seven ten (710) days of Business Days after receipt of such request accompanied invoice. Any payments paid by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller due under Sub-Clause 5(2) shall use reasonable efforts to procure a similar right be Buyer’s sole and exclusive remedy for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to comply with the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleSpecifications.

Quality. Substitution Seller agrees that the LPG delivered hereunder shall be of other items for those specified in merchantable quality meeting the pressure and quality specifications by brand name is of customers of Buyer. Buyer shall not acceptable unless be obligated to purchase any LPG which fails to meet the term “or approved equal” appears in the foregoing contract quality specifications. If LPG does not meet such specifications or if the specified item is and Buyer desires not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item). Should Seller wish to substitute itemspurchase LPG, Seller shall make will be given a 15 day written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and notice of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayedsuch intent. Except to the extent Seller would otherwise be entitled to a Change Orderas hereinafter expressly provided, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request Buyer shall be given within seven (7) days obligated to purchase all LPG tendered by Seller hereunder, whether or not such LPG meets the quality specifications of receipt of any particular third party purchaser or transporter, so long as such request accompanied by supporting data. Seller shall ensure that LPG meets the Equipment complies with the standards of foregoing contract quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required hereinspecifications. Notwithstanding the foregoing, in the event (a) LPG delivered by Seller to Buyer hereunder is unmarketable and, such LPG, when blended together with LPG from any other sources available to Buyer that exceeds the quality of Seller's LPG, for purposes of improving the overall quality of Seller's LPG, is still unmarketable, and (b) Buyer reasonably demonstrates to Seller's satisfaction that Buyer has made reasonable efforts to market the LPG but has been unable to market the LPG due specifically to the quality of Seller's LPG, then Buyer shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller relieved from its obligation to conform to all purchase and take the portion of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to Seller's LPG which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), is unmarketable but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problemperiod of time such LPG remains unmarketable. Any repair or work performed by Seller resulting from In the responsibility event that such LPG remains unmarketable for a period of others besides Seller or ninety (90) days, Seller's obligation to sell and deliver to Buyer and Buyer's obligation to purchase and receive hereunder the other Seller Parties (including repair or Work (i) on Equipment within the scope portion of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) Seller's LPG that is unmarketable shall be considered extra work under this Contract, cease and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduledispose of such LPG to any third party or parties free and clear of any claim by Buyer hereunder.

Quality. Substitution of other items for those specified in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request source, collect, process, store, distribute, test, transport, and otherwise handle Plasma, to Purchaser be sold to Buyer in accordance with this Agreement, at all times in compliance with all Applicable Laws, Regulatory Approvals and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better Specifications. Any and of comparable or better quality all reasonable changes sought by Buyer to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request Specifications shall be given within seven (7) days of receipt of such request accompanied by supporting datasent to Seller for review and approval. Seller Buyer shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any and all anticipated reasonable changes to Specifications as soon as practicable so as to provide Seller with as much advance notice as possible. Seller shall have *** business days to agree to implement the changes or to respond to Buyer with its reasons for refusing to implement such nonconformity of which either becomes awarechanges. If at any time prior Seller agrees to completion implement such changes, Seller shall implement such changes as promptly as reasonably possible, but in all cases within *** days after receipt of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge such changes. For purposes of sameclarity, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy not make changes to the problemprocess parameters or the Specifications without prior written approval of Buyer (in its reasonable discretion). An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of shall notify Buyer immediately and in any Equipment event not later than *** business days after: (but not equipment or systems not part of the Worka) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract any Existing Center (including all labor costs associated therewith)without limitation, but only to any Buyer Approved Collection Center) or New Center is closed as a result of regulatory sanctions placed on Seller by the extent Seller, FDA (or its Subcontractors any foreign equivalent) or any other person governmental authority; (b) Seller or entity supplying Equipment any New Center or otherwise performing Work Buyer Approved Collection Center becomes subject to a significant enforcement action from the FDA (or any foreign equivalent) or any other activities governmental authority; (c) Seller or any New Center or Buyer Approved Collection Center fails an audit or inspection conducted by or on behalf of any governmental authority or any accrediting body; or (d) Seller hereunder (collectivelyotherwise learns of significant quality concerns that may impact the safety or quality of the Plasma provided to Buyer. In the event that Seller notifies Buyer of any of the foregoing, “Seller Parties”) or Buyer otherwise determines that any New Center or Buyer Approved Collection Center is responsible for deficient in its compliance with Applicable Laws, Regulatory Approvals or Specifications, the problem. Any repair or Parties shall work performed by Seller resulting from in good faith to minimize overall shortfalls in quantities of Plasma delivered to Buyer, but any such shortfall shall remain the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleSeller.

Quality. Substitution The conformance of other items goods or Services (including related documents) supplied by Vendor will be measured. Should performance be deemed unacceptable, a corrective action plan may be required, in addition to corrective action for those specific non-conformances. Vendor agrees to work with Buyers to resolve root causes and implement corrective actions of these issues. Vendor will maintain a quality management system capable of: - ensuring that goods or Services to be provided are as specified in the specifications Order. Vendor will have access to the revision status of identified specifications, drawings, process requirements, work instructions and other relevant technical data necessary to provide goods or Services conforming to the requirements specified in the Order; - monitoring and managing approval of goods or Services; methods, processes, and equipment; and the release of goods or Services; - ensuring competence, including any required qualification of personnel; - monitoring and managing Vendor’s interactions with the Buyer; - monitoring and measuring test, inspection, and verification processes and procedures; - employing statistical techniques for acceptance of goods or Services and related instructions for acceptance by brand name is not acceptable unless the term “organization; and - ensuring that persons are aware of their contribution to conformity of goods or Services, their contribution to product safety, and the importance of ethical behavior. Vendor shall: - use customer-designated or approved equal” appears external providers as specified in the specifications Order; - notify Buyer of any nonconformities regarding goods or Services, for both Units already delivered and Units in process. Vendor shall also obtain approval from Buyer for nonconforming goods disposition; - prevent the use of suspected unapproved, unapproved, and counterfeit parts; - notify Buyer in writing in advance of any changes to (1) the goods, their specifications, and/or composition, (2) processes or services, (3) external providers, and (4) location, if the specified item is not available on commercially reasonable terms (includingapplicable, but not limited to, the delivery schedule for and obtain Buyer’s approval of such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality changes; - flow down to the supply chain applicable Buyer requirements including customer requirements as specified item. All substituted items must be approved in writing by Purchaserthe Order; - provide a certificate of conformity, which approval will not be unreasonably withheld, conditionedtest reports, or delayed. Except to the extent Seller would otherwise be entitled to a Change Orderauthorized release certificate, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase as specified in the Contract Price, delay in the Project Schedule, or Order; - retain records associated with an Order for a change in the performance requirements. Acceptance or rejection minimum of Seller’s request shall be given within seven (7) days years or as otherwise specified in such Order; - allow adequate access at Vendor’s location where Buyer’s Order specifies on-site verification or validation activities; and - provide the right of receipt access to Buyer, its customers, and regulatory authorities to the applicable areas of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary facilities involved in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shallmanufacture or supply of goods or services ordered hereunder and to applicable records, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance any level of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedulesupply chain.

Quality. Substitution All Product manufactured and packaged by CATALYTICA for CEPHALON under this Agreement will meet the Product and Packaging specifications set forth in Schedule B hereto (the "Specifications"), as well as the quality assurance standards established in Schedule C hereto (the "Quality Agreement"). Such Specifications, as well as the terms and conditions of the Quality Agreement, are subject to modification from time to time by mutual agreement of the parties. In the event CEPHALON changes the Specifications, CEPHALON shall promptly advise CATALYTICA in writing of such changes, and if such changes are reasonably acceptable to CATALYTICA, CATALYTICA shall promptly advise CEPHALON as to any scheduling and/or price adjustments which may result from such changes. CATALYTICA may suggest Specifications changes, which shall be subject to CEPHALON's written approval, which shall not be unreasonably withheld or delayed. Prior to implementation of any Specification changes, the Parties agree to negotiate in good faith in an attempt to reach agreement on (a) the new price for any Product manufactured hereunder by CATALYTICA which embodies such changes, based solely on the effect of such changes on CATALYTICA's manufacturing costs for the Product and (b) any other items amendments to this Agreement which may be necessitated by such changes (i.e., an adjustment to the lead time for those specified in purchase orders). CEPHALON agrees to reimburse CATALYTICA for the specifications reasonable expenses incurred by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (CATALYTICA as a result of such changes, including, but not limited to, the delivery schedule reimbursing CATALYTICA for such item). Should Seller wish to substitute itemsits validation and development costs, Seller shall make capital expenditure costs and costs for any packaging components or other materials and in-process materials rendered unusable as a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied changes. If during the term of this Agreement CEPHALON amends or is required by supporting data. Seller shall ensure that law to amend the Equipment complies with the standards of quality specified by this Contract Specifications so as to render Starting Material and/or packaging components or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “nonin-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible process materials for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspectionProduct obsolete, examination or test ofCEPHALON shall purchase from CATALYTICA, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, howeverat CATALYTICA's cost, that Purchaser and EPC Contractor shall promptly advise Seller amount of any such nonconformity inventory of which either becomes aware. If at any time prior to completion of Performance Testing a problem in Starting Material, packaging components, in-process materials and/or Product, as the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejectioncase may be, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduleso rendered obsolete.

Quality. Substitution 12.1 All records relating to the COMPOUND or SERVICES performed under this AGREEMENT shall be retained by WXPT for a period of not less than * years from the date of DELIVERY to which such records pertain. WXPT shall provide MERCK with complete and accurate copies of the appropriate documents for each service performed, upon MERCK's request. WXPT shall notify MERCK of any intention to destroy such records after such ten-year period has passed and shall afford MERCK the opportunity to obtain such records at MERCK's own expense. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Services Agreement Template Last Revision Date NEW 12.2 WXPT shall notify MERCK IMMEDIATELY of any difficulty in performing the SERVICES in accordance with all of the terms and conditions of this AGREEMENT.MERCK may, at its option, investigate the cause of any failure occurring during performance of the SERVICES, or require WXPT to do so and provide MERCK with a written report summarizing the results of WXPT's investigation. WXPT shall complete any quality investigation within * days, unless granted approval by MERCK for a longer period, such approval not to be unreasonably withheld. 12.3 WXPT shall perform the SERVICES at the FACILITY. Performance of the SERVICES may not be relocated by WXPT without MERCK's prior written consent. 12.4 WXPT shall IMMEDIATELY notify MERCK of any information WXPT receives regarding any threatened or pending action by any AGENCY, including without limitation any AGENCY non-approval or regulatory action related to the SERVICES and this AGREEMENT. Upon receipt of any such information, WXPT shall consult with MERCK in an effort to arrive at a mutually acceptable procedure for taking appropriate action; provided, however, that nothing contained herein shall be construed as restricting the right of either party to make a timely report of such matter to any AGENCY or take other items action that it deems to be appropriate or which is required by applicable law or regulation. 12.5 During the TERM of this AGREEMENT, WXPT shall retain all written MATERIALS and all other data obtained or generated by WXPT in the course of providing SERVICES under this AGREEMENT (“SERVICE RECORDS”) in a secure area reasonably protected from fire, theft, and destruction. 12.6 The WXPT may not amend or change the SPECIFICATIONS, FACILITY, synthesis chemistry, synthesis equipment, MATERIALS, raw material specifications or anything else set forth in the applicable COMPOUND SCHEDULE OR WORK ORDER without MERCK's written consent. 12.7 In the event that WXPT requests an amendment or changes to a process supplied by MERCK, WXPT shall provide MERCK with all information required to evaluate the proposed amendment/changes. 12.8 MERCK will specify and bear all costs and expenses relating to all required labeling on COMPOUND(s) and all components and containers. 12.9 WXPT will comply with MERCK SPECIFICATIONS, applicable regulations and laws with respect to labeling of each COMPOUND. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Services Agreement Template Last Revision Date NEW 12.10 WXPT hereby declares that as of the date of execution of this AGREEMENT it is not producing, packaging, labeling, warehousing, quality control testing (including in-process, release and stability testing), releasing or shipping any chemical entity classified as penicillins, steroids, hormones, alkaloids, cephalosporins, pesticides, controlled substances, live agents, cytotoxic drug substances, Beta-lactam antibiotics, or other toxic, non-drug substances in the Facility used to MANUFACTURE any products under cGMP requirements. In the event that WXPT intends, during the Term of this AGREEMENT, to produce, package, label, warehouse, quality control test (including in-process, release and stability testing), release or ship any chemical entity belonging to the classes of products listed above in its cGMP designated area of the Facility, WXPT shall promptly notify MERCK in writing of its intention to do so in order to allow MERCK to consider any potential questions of cross-contamination. In the event MERCK identifies a potential problem of cross-contamination, the parties will meet to resolve the problem. Notwithstanding the foregoing, WXPT shall not manufacture, formulate or package products in the Facility that MERCK considers to present cross-contamination problems for those the COMPOUND. 12.11 WXPT shall not perform any toxicity testing on the COMPOUND, the MATERIAL or any other MERCK-designated key raw material used to prepare the COMPOUND, unless and until WXPT provides (i) written notice to MERCK and (ii) an opportunity for the parties to consult on the necessity and/or desirability of such toxicity testing. 12.12 If the relevant COMPOUND SCHEDULE OR WORK ORDER specifically identified that cGMPs are applicable, WXPT shall also conduct the SERVICES in accordance with applicable drug listing regulatory requirements and the current Good Manufacturing Practices as specified in the specifications United States Code of Federal Regulations 21 CFR Part 210 & 211; and/or the guidance document developed by brand name is not acceptable unless the term International Conference on Harmonization's known as “Q7A Good Manufacturing Practice Guidance for Active Pharmaceutical Ingredients” (also known as Part II to EudraLex Volume 4, “European Commission Guide to Good Manufacturing Practice for Medicinal Products”)(“cGMP's”). 12.13 WXPT shall permit one or approved equal” appears in the specifications or if the specified item is not available on commercially more qualified technical specialists from MERCK, upon reasonable terms prior notice and during normal business hours, to conduct audits (including, but not limited to, quality, safety and environmental) of the delivery schedule for such itemFacility in which the COMPOUND will be synthesized and any other facility in which the Material will be warehoused, handled or quality control tested or where the COMPOUND will be packaged, labeled, warehoused, quality control tested (including in-process, release and stability testing), or released or where the SERVICES will be performed. Should Seller wish to substitute items, Seller WXPT shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and promptly notify MERCK of comparable or better quality any regulatory inspection relating to the specified itemCOMPOUND or Material. All substituted items must be approved in writing MERCK shall have the right to review all relevant documentation, including without limitation the results of all audits of the Facility by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayedregulatory agencies. Except WXPT Services Agreement Template Last Revision Date NEW agrees to the extent Seller would otherwise be entitled to promptly take any reasonable steps that are requested by MERCK as a Change Order, under no circumstances shall Purchaser’s acceptance or rejection result of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, MERCK audit or a change in the performance requirementsregulatory audit to cure any deficiencies. Acceptance or rejection of Seller’s request MERCK shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if have no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract accept or pay for any COMPOUND synthesized, packaged, labeled, warehoused, quality control tested or released in a facility that has not been audited and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted approved by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleMERCK.

Quality. Substitution 8.1 The rights conferred by this Agreement are conditioned upon KOFFOLK undertaking the MANUFACTURE of other items for those specified PRODUCT strictly in accordance with the KNOW-HOW, current GOOD MANUFACTURING PRACTICES and all applicable regulatory requirements. KOFFOLK recognizes the serious nature of this Agreement and warrants that it will fully comply with the undertaking set forth in the specifications preceding sentence. 8.2 KOFFOLK may not change the process by brand name which PRODUCT is not acceptable unless MANUFACTURED without prior written consent of MERCK. 8.3 KOFFOLK hereby agrees that MERCK or an AFFILIATE shall have the term “or approved equal” appears right to have reasonable access to the FACILITY during normal business hours in order to ascertain compliance by KOFFOLK with the specifications or if the specified item is not available on commercially reasonable terms (includingof this Agreement, including but not limited to, inspection of MANUFACTURE of PRODUCT, storage facilities for PRODUCT, raw materials and packaging components, all equipment and machinery and all records relating to such MANUFACTURE, storage, equipment and machinery. Observations and conclusions of any MERCK audit will be discussed with and then issued to KOFFOLK, and corrective action shall be agreed upon by MERCK and KOFFOLK within twenty (20) days after MERCK delivers its audit report to KOFFOLK. Such corrective action will be implemented by KOFFOLK within forty-five (45) days of MERCK and KOFFOLK having agreed to the delivery schedule corrective action, unless otherwise agreed by the parties. 8.4 KOFFOLK hereby agrees to advise MERCK IMMEDIATELY of any proposed or unannounced visit or inspection of the FACILITY or relating to the PRODUCT or its MANUFACTURE by any regulatory authority and will permit MERCK to be present. If MERCK is not present during such a visit or inspection KOFFOLK shall IMMEDIATELY prepare and provide MERCK with a full report, in English, of the visit or inspection. KOFFOLK shall also IMMEDIATELY provide MERCK with copies of any letters, reports or other documents issued by any regulatory authority relative to such inspection. KOFFOLK shall prepare a response to any inspection report from a regulatory authority and shall submit it to MERCK for review and concurrence prior to submission to the regulatory authority. KOFFOLK shall also advise MERCK of any regulatory issues regarding any other product made, handled or stored at any other plant at KOFFOLK's Ramat Chovav operation which would affect MANUFACTURE of the PRODUCT. 8.5 KOFFOLK shall provide MERCK, at the cost and expense of KOFFOLK, samples in reasonable quantities and with relevant documentation from each production lot of PRODUCT. KOFFOLK and MERCK shall concurrently perform, at their respective quality control laboratories, such item)quality control tests as are indicated in the KNOW-HOW. Should Seller wish to substitute items, Seller KOFFOLK shall make a written request the results of its quality control tests available to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better MERCK as directed. MERCK shall initiate all required quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given control tests within seven fourteen (714) days of receipt of samples and MERCK shall advise KOFFOLK of the results without undue delay. Until such time as MERCK is satisfied that KOFFOLK's quality control laboratories are routinely achieving accurate test results within tolerance limits specified in MERCK's control procedures for the PRODUCT, no production lot of PRODUCT shall be released for delivery unless specific approval has been given in writing by MERCK. KOFFOLK is responsible for obtaining and retaining [ ] the amount of PRODUCT in [ ] required for quality control release testing as indicated in the KNOW-HOW. KOFFOLK will perform annual stability testing at its cost in accordance with the specifications contained in the KNOW-HOW. When MERCK is satisfied that KOFFOLK routinely is reporting accurate test results within the approved tolerance limits, MERCK may inform KOFFOLK in writing that thereafter, until further notice, the PRODUCT may be released for delivery if KOFFOLK's tests, performed in accordance with procedures supplied by MERCK, show the PRODUCT to meet MERCK's acceptable quality standards. However, even after waiving such prior quality control approval, MERCK shall have the right to request accompanied by supporting datarepresentative samples of PRODUCT and KOFFOLK shall satisfy such requests. Seller Any such waiver may be revoked at any time and shall not constitute a waiver of or affect in any way KOFFOLK obligations hereunder. KOFFOLK shall at all times ensure that the Equipment complies PRODUCT is in conformity with the standards of quality specified currently applied by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shellMERCK, and fabricated appurtenances that the labels affixed to the PRODUCTS are those duly approved by MERCK and mechanical equipmentthe relevant government authorities, including fans, shaft drives, cycloneswhere necessary, and furnace castings) shall bear the appropriate identification as may from time to monitor compliance time be determined by MERCK. 8.6 MERCK will specify all required labeling as agreed by the relevant government authorities, as necessary on the PRODUCT and all components and containers. KOFFOLK will comply with all specified labeling and use only labeling which has been approved in writing by MERCK in advance. 8.7 Should any production lot fail to meet the specifications set forth in Schedule A, such lot shall not be released. The loss resulting from such deficiency and the cost to dispose of or return the lot shall be borne by the party who is at fault, which shall be determined by MERCK's technical staff. If KOFFOLK does not agree with MERCK's determination of fault, the parties shall meet to attempt to resolve their differences. If the parties are unable to resolve their differences as to fault, then either party may refer the matter for final decision to a specialized firm of international reputation acceptable to both parties hereto. The decision of such firm shall be binding on both parties hereto. If MERCK is found to be at fault, it shall pay KOFFOLK the fee which it would have otherwise paid for the MANUFACTURE of the lot. If KOFFOLK is found to be at fault, it shall bear all costs for the lot. The party at fault shall pay the cost for the above-referenced specialized firm. 8.8 No PRODUCT or material made hereunder shall be re-worked unless such rework is permitted under the U.S. NADA for the PRODUCT. 8.9 KOFFOLK shall provide MERCK with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere control release certificates related to the standards of quality required under this Contract PRODUCT for each batch. At MERCK's request, KOFFOLK shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any provide MERCK with other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleMANUFACTURING records.

Quality. Substitution of other items for those specified in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate a) The Supplier warrants that the substituted item(sMetal supplied under this Agreement (other than Trial Products) isshall comply with all Specifications which are applicable to such Metal as set forth in Schedule 6. Unless agreed otherwise, in fact, technically equivalent or better Metal not *** Certain information on this page has been omitted and of comparable or better quality filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the specified itemomitted portions. All substituted items must be approved in writing by Purchaser, which approval will meeting the Specifications shall not be unreasonably withhelddispatched by the Supplier, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards Supplier is aware of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes any non-conformity with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, such Metal at the time of shipment. Metal which is supplied by the Supplier and which does not meet the Specifications may, at the Purchaser’s option and as soon as reasonably practicable after the Purchaser becomes aware of the non-conformity, either (i) be returned to the Supplier, together with a notice to that effect to the Supplier indicating the technical reasons for rejecting the Metal in question and reasonable evidence that the Metal does not meet the Specifications, in which case the Supplier shall assume all costs for return of such Metal to the Supplier, and a reasonable time after arrival at for the Delivery Point. Seller’s failure to adhere shipment of replacement Metal to the standards Purchaser or (ii) be retained by the Purchaser at a discounted price to be mutually agreed by the Parties, it being understood and agreed that (except pursuant Section 3(b) where the Supplier does not provide replacement Metal and the Purchaser does not elect to retain defective Metal at such discounted price), the foregoing shall be the only remedies available to the Purchaser against the Supplier in respect of the failure of Metal to comply with the Specifications. (b) Except for the warranties expressly set forth in this Agreement in Section 2.10(a) and Section 2.14(b), all express or implied warranties relating to Metal supplied hereunder, including warranties relating to quality, merchantability or fitness for any particular purpose, are hereby *** by Applicable Law. Accordingly, the *** of the Purchaser against the Supplier in respect of the failure of Metal supplied hereunder to comply with the Specifications is that expressly set forth in this Section 2.10 (and, if the Supplier does not provide replacement Metal and the Purchaser does not elect to retain defective Metal at a discounted price, the remedy set forth in Section 3(b)), and the Purchaser shall *** against the Supplier, whether contractually or extra-contractually, for damages or otherwise, in respect of the failure of Metal supplied hereunder to comply with the Specifications, including in respect of its quality, its merchantability or its fitness for any particular purpose. (c) The Purchaser shall use Commercially Reasonable Endeavours to visually inspect the Metal in accordance with the quality required assurance procedures of the Purchaser then in effect, including with a view to determining whether such Metal complies with the Specifications, before beginning the transformation of such Metal. (d) Either Party may from time to time request a change to the Specifications. Subject to Section 2.4 with respect to Products under Development, the Parties shall use Commercially Reasonable Endeavours to reach an agreement with respect to such a request but neither Party shall be obligated to reach such an agreement. (e) The Parties shall semi-annually review the list of alloys to be supplied hereunder and cooperate in good faith to agree on any alloys to be discontinued *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. and no longer supplied by the Supplier under this Contract shall Agreement, provided that the Supplier may, following prior written notice to the Purchaser, discontinue the supply of any alloy, other than the alloys set forth in Schedule 13 (which may not be grounds for termination if not cured as required herein. Notwithstanding discontinued without the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipmentprior written consent), or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time and in its sole discretion by providing at least 6 months advance written notice to that effect to the Purchaser or, in the case of alloys that have not been supplied by the Supplier to the Purchaser pursuant to the terms of this Agreement during the period of twelve (12) consecutive months or more immediately prior to completion the time of Performance Testing a problem the discontinuance notice, by providing at least 3 months advance written notice to the Purchaser. (f) The Supplier shall promptly notify the Purchaser in the Equipment develops event that could potentially delay completion of Performance Testing or give rise any significant modification is to a claim of rejectionbe made in the Supplier Group’s production processes which are used to produce Metal and, and provided that Purchaser or EPC Contractor gives Seller written notice of promptly following any such notification, the nonconformance or defect promptly after either has actual knowledge of same, Seller Parties shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller cooperate in good faith to determine the actual origin whether, as a result of the problem. Except for those Certain Purchaser Test Obligationssuch modification, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, a re-testing, and re-inspection thereof as may be necessary to correct the nonconformity qualification (in whole or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”in part) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedulewarranted.

Quality. Substitution (a) All deliveries of other items Product by and to CUSTOMER hereunder shall meet SOUTH TEXAS’ specifications, as such specifications may change from time to time, pursuant to the mutual agreement of CUSTOMER and all parties, including CUSTOMER, delivering Product. The specifications as to the date of this Agreement are set forth in Exhibit “A” attached hereto and made a part hereof. SOUTH TEXAS or its designee reserves the right to perform an analysis of CUSTOMER’S Product prior to accepting same , but assumes no responsibility for those specified doing so, and may refuse to accept delivery of such Product if it is contaminated or otherwise fails to conform with the applicable specifications (“Offspec Product”). If SOUTH TEXAS accepts Offspec Product delivered by or on behalf of CUSTOMER, CUSTOMER shall reimburse SOUTH TEXAS for the reasonable costs and expenses incurred in handling such Offspec Product. CUSTOMER shall be bound by the testing results obtained from analysis of CUSTOMER’S Product, if any, performed by or on behalf of SOUTH TEXAS, unless proven to be in error. If CUSTOMER disagrees with the analysis a referee sample shall be taken to a mutually agreed upon testing laboratory, which shall analyze the sample in accordance with applicable ASTM/GPA methods. This analysis shall be accepted by SOUTH TEXAS and the CUSTOMER as final and conclusive of the proportions and components contained in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirementsProduct. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation Parties will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear share equally the cost of the repairs, namely, the repair, replacement, removal, disassembly referee analysis. (b) CUSTOMER may refuse receipt of any Equipment (but Product if it is contaminated or otherwise does not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms conform to the requirements of this Contract applicable specifications. (including all labor costs associated therewith)c) CUSTOMER AGREES TO AND DOES INDEMNIFY FULLY AND HOLD HARMLESS SOUTH TEXAS AND ITS PARENTS, but only to the extent SellerSUBSIDIARIES AND AFFILIATES AND ITS AND THEIR AGENTS, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, DEMANDS, CLAIMS, PENALTIES, FINES, ACTIONS, SUITS, LEGAL, ADMINISTRATIVE OR ARBITRATION OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDINGS, JUDGMENTS, ORDERS, DIRECTIVES, INJUNCTIONS, DECREES OR AWARDS OF ANY JURISDICTION, COSTS AND EXPENSES (collectivelyINCLUDING, “Seller Parties”BUT NOT LIMITED TO, ATTORNEYS’ FEES AND RELATED COSTS) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleARISING OUT OF OR IN ANY MANNER RELATED TO CUSTOMER DELIVERING OR CAUSING TO BE DELIVERED INTO MONT BELVIEU ANY OFFSPEC PRODUCTS.

Quality. Substitution 3.4.1 The quality standard of the Products under this Agreement shall follow Products specification in Exhibit A to this Agreement. In case of any dispute arising concerning the Products’ quality, the Parties shall entrust official authentication institute for an authentication report and the authentication report shall prevail in respect of the quality of the Products. If the deficiencies of the Products are proved according to the authentication report, the expenses and costs shall be ultimately borne by the Seller; and if the deficiencies of the Products are proved non-in-existence according to the authentication report, the expenses and costs shall be ultimately borne by the Buyer. The parties hereto expressly agree that the quality standard of the Products under this Agreement shall follow Products specification in Exhibit A to this Agreement from the Effective Date, which should be adjusted *** by the Parties as follows: the Parties shall negotiate with each other items within *** prior to the expiration of each *** from the Effective Date; in case that no consensus has been reached between the Parties within *** from the negotiating date, the Parties shall strive for those collecting the top three producers of solar grade polysilicon in the mainland of PRC within *** and adjust the Exhibit A according to the average specification of these specifications from the top three producers. The Seller shall be included in the top three and its specification shall be taken as a reference should its production rank the top three; in case consensus between the Parties regarding the adjustment of the specification in Exhibit A is not yet reached within the *** abovementioned, the Parties shall be responsible to separately purchase *** of products as specified in the specifications by brand name is not acceptable unless the term “or approved equal” appears authentication report(s) in the specifications or if shortest time and the specified item is not available on commercially reasonable terms (including, but not limited toconsequent *** CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. average specification shall be applied in the adjustment of the Exhibit A. The adjusted specification shall be effectively applied from the *** day from the receipt of the authentication report(s) for the samples supplied by the top three producers. To avoid any doubt, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that receipt of the substituted item(sauthentication report(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request any Party shall be given within seven (7) days of deemed the receipt of such request accompanied the authentication report(s) by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedule.

Quality. Substitution Each Transition Material Licensee acknowledges the importance to the applicable Transition Material Licensor and each of its Affiliates of maintaining the goodwill associated with the Trademarks licensed to such Transition Material Licensee and its Subsidiaries pursuant to Section 2.01(d) or Section 2.02(c) (as applicable) and such Transition Material Licensee agrees that the conduct of any activities it and its Subsidiaries conduct in connection with such Trademarks shall be in accordance with the Standards of Quality. Without limitation to any other items for those specified in the specifications by brand name rights a Transition Material Licensor may have hereunder, if a Transition Material Licensee or its Subsidiaries is not acceptable unless complying with the term “or approved equal” appears Standards of Quality in respect of any Trademark licensed to it hereunder and the specifications or applicable Transition Material Licensor notifies such Transition Material Licensee in writing thereof, setting forth, in reasonable detail, a written description of the noncompliance and any suggestions for curing such noncompliance, then such Transition Material Licensee shall, and shall cause its applicable Subsidiaries to, cure such noncompliance as soon as is practicable but in any event within ten (10) Business Days thereafter or, if the specified item such breach is not available capable of being cured on commercially reasonable terms within such ten (including10) Business Day period, but not limited as soon as reasonably practicable. No Transition Material Licensee shall, or shall permit its Subsidiaries to, knowingly use the delivery schedule for Trademarks licensed to it hereunder in any manner that (a) derogates the goodwill associated with such item)Trademarks or (b) compromises the validity of such Trademarks. Should Seller wish Each Party shall use and display the Trademarks licensed to substitute items, Seller shall make a written request it pursuant to Purchaser this Agreement in compliance with all applicable Laws and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and provisions of comparable or better quality this Agreement. Notwithstanding anything to the specified item. All substituted items must contrary in this Agreement, a Transition Material Licensee’s use of the Trademarks licensed to it hereunder in substantially the same manner as the applicable Transition Material Licensor used such Trademarks as of the Closing Date shall be approved in writing by Purchaser, which approval will deemed to not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection in breach of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request this Agreement and shall be given within seven (7) days deemed to meet the Standards of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleQuality.

Quality. Substitution of other items for those specified in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate a) The Supplier warrants that the substituted item(sMetal supplied under this Agreement (other than Trial Products) isshall comply with all Specifications which are applicable to such Metal as set forth in Schedule 6. Unless agreed otherwise, in fact, technically equivalent or better Metal not *** Certain information on this page has been omitted and of comparable or better quality filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the specified itemomitted portions. All substituted items must be approved in writing by Purchaser, which approval will meeting the Specifications shall not be unreasonably withhelddispatched by the Supplier, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards Supplier is aware of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes any non-conformity with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, such Metal at the time of shipment. Metal which is supplied by the Supplier and which does not meet the Specifications may, at the Purchaser’s option and as soon as reasonably practicable after the Purchaser becomes aware of the non-conformity, either (i) be returned to the Supplier, together with a notice to that effect to the Supplier indicating the technical reasons for rejecting the Metal in question and reasonable evidence that the Metal does not meet the Specifications, in which case the Supplier shall assume all costs for return of such Metal to the Supplier, and a reasonable time after arrival at for the Delivery Point. Seller’s failure to adhere shipment of replacement Metal to the standards Purchaser or (ii) be retained by the Purchaser at a discounted price to be mutually agreed by the Parties, it being understood and agreed that (except pursuant Section 3(b) where the Supplier does not provide replacement Metal and the Purchaser does not elect to retain defective Metal at such discounted price), the foregoing shall be the only remedies available to the Purchaser against the Supplier in respect of the failure of Metal to comply with the Specifications. (c) The Purchaser shall use Commercially Reasonable Endeavours to visually inspect the Metal in accordance with the quality required assurance procedures of the Purchaser then in effect, including with a view to determining whether such Metal complies with the Specifications, before beginning the transformation of such Metal. (d) Either Party may from time to time request a change to the Specifications. Subject to Section 2.4 with respect to Products under Development, the Parties shall use Commercially Reasonable Endeavours to reach an agreement with respect to such a request but neither Party shall be obligated to reach such an agreement. (e) The Parties shall semi-annually review the list of alloys to be supplied hereunder and cooperate in good faith to agree on any alloys to be discontinued *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. and no longer supplied by the Supplier under this Contract shall Agreement, provided that the Supplier may, following prior written notice to the Purchaser, discontinue the supply of any alloy, other than the alloys set forth in Schedule 13 (which may not be grounds for termination if not cured as required herein. Notwithstanding discontinued without the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipmentprior written consent), or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time and in its sole discretion by providing at least 6 months advance written notice to that effect to the Purchaser or, in the case of alloys that have not been supplied by the Supplier to the Purchaser pursuant to the terms of this Agreement during the period of twelve (12) consecutive months or more immediately prior to completion the time of Performance Testing a problem the discontinuance notice, by providing at least 3 months advance written notice to the Purchaser. (f) The Supplier shall promptly notify the Purchaser in the Equipment develops event that could potentially delay completion of Performance Testing or give rise any significant modification is to a claim of rejectionbe made in the Supplier Group’s production processes which are used to produce Metal and, and provided that Purchaser or EPC Contractor gives Seller written notice of promptly following any such notification, the nonconformance or defect promptly after either has actual knowledge of same, Seller Parties shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller cooperate in good faith to determine the actual origin whether, as a result of the problem. Except for those Certain Purchaser Test Obligationssuch modification, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, a re-testing, and re-inspection thereof as may be necessary to correct the nonconformity qualification (in whole or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”in part) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedulewarranted.

Quality. Substitution All Work under the Contract shall be performed in a skillful and workmanlike manner using properly qualified and trained personnel. L3Harris may require, in writing, that Contractor remove from performance of other the Work any Contractor or Subcontractor employee or agent that L3Harris deems incompetent, careless, or otherwise objectionable. Materials, equipment, or items for those specified designated on the Drawings or in the specifications Specifications by brand the manufacturer’s trade name is not acceptable unless or catalog number represents the term “or type and quality required by L3Harris for performance of the Contract. Contractor may offer comparable items and, if approved equal” appears by L3Harris in writing, such items may be used in the specifications or if Work. If no substitute is offered, Contractor shall use only the specified material, equipment, or items. L3Harris’s approval of a substitute item is shall not available on commercially reasonable terms (including, but not limited to, relieve Contractor of the delivery schedule responsibility for such item)adequate fulfillment of the various parts of the Work or from specified guarantees and maintenance. Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved Unless waived in writing by PurchaserL3Harris, which approval any tests or trials shall be made in the presence of a duly authorized inspector of L3Harris. When the presence of the inspector is waived, sworn statements, in triplicate, of the test made and the results thereof shall be furnished to L3Harris by Contractor immediately after the tests are made. L3Harris may engage, at its expense, services of testing laboratories to verify Contractor’s compliance with the Specifications and Drawings. All materials, supplies, and articles furnished by Contractor shall, wherever practicable, be the standard products of recognized, reputable manufacturers in the trade. Reference in the Specifications to a particular product is given for descriptive purposes only unless otherwise specifically stated. The standard products of manufacturers other than specified will not be unreasonably withheld, conditioned, or delayed. Except accepted when it is proved to the extent Seller would otherwise be entitled satisfaction of L3Harris that the products are equal in strength, durability, and usefulness, and equally serviceable for the purpose for which they are intended and do not require a major revision in design in order to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase permit their use. Any changes required in the Contract Pricedetails and dimensions indicated on the Drawings, delay for the substitution of standard products, other than those provided for, shall be properly made as approved by L3Harris and at the expense of Contractor. Contractor shall use only domestic construction materials, including unmanufactured construction material mined or produced in the Project ScheduleUnited States, or a change in the performance requirementsof the Contract unless L3Harris determines an exception applies. Acceptance or rejection When one of Seller’s request shall be given within seven (7) days the following exceptions applies, L3Harris may allow Contractor to acquire foreign construction materials without regard to the restrictions of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with Buy American statute, and L3Harris must list the standards of quality specified by this Contract or those customary excepted material in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work : (i) on Equipment within L3Harris determines that the scope applicable provisions of others’ obligations, the Buy American statute to a particular construction material would be impracticable or inconsistent with the public interest; (ii) resulting from improper maintenanceL3Harris determines that a particular construction material is not mined, misuse produced, or abuse by Purchaser or EPC Contractor, manufactured in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality; or (iii) otherwise resulting from circumstances beyond L3Harris concludes that the reasonable control cost of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduledomestic construction material is unreasonable.

Quality. Substitution 10.1.1 ISO 9000 - Subcontractor agrees to have the portion of other items for those specified in Subcontractor’s quality system that applies to the specifications Services covered under this Agreement and/or Orders registered to the then current and applicable ISO 9000. Such registration must be made by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such iteman accredited third party registrar(s). Should Seller wish Subcontractor will, prior to substitute itemsbut no later than twenty (20) days after the execution of this Agreement, Seller shall make provide Alcatel-Lucent a written request to Purchaser copy of the appropriate certificate(s) of registration issued by such third party accredited registrar(s). If Subcontractor has not achieved such registered status as of the Effective Date of this Agreement, Subcontractor will work toward completing such quality system registration within one (1) year after the Effective Date and will provide data the appropriate certificate(s) of registration to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given Alcatel-Lucent within seven (7) calendar days of receipt such registration. Subcontractor will also maintain such certificate(s) of registration through appropriate assessments by such request accompanied third party accredited registrar(s) and provide to the Alcatel-Lucent Agreement Representative any applicable updated certificate(s) or notifications of failure to pass a surveillance or full registration audit. Notwithstanding any other provision of this Agreement, if Subcontractor fails, for any reason, to obtain or maintain or provide to Alcatel-Lucent such certificate(s) of registration as set forth above, Alcatel-Lucent will have the right, and without any cost to or liability or obligation of Alcatel-Lucent, to cancel any outstanding Orders placed under this Agreement, whether or not any such Orders have been placed to fulfill an ISO 9000 end user customer obligation. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 10.1.2 TL 9000 - If applicable, and upon Alcatel-Lucent’s request, Subcontractor will obtain and maintain certifications for TL9000 registered by supporting dataan accredited registrar within one (1) year after the Effective Date of this Agreement and/or the issuance of the first Purchase Order for all of Subcontractor’s manufacturing and design operations which contribute to the design, development, production, delivery and service of Product. Seller shall The type of TL9000 certification (e.g., TL9000-H, TL9000-H,S etc.) will be based on the Materials and Services provided by Subcontractor. When requested, Subcontractor will furnish, subsequent to each re-certification and/or surveillance audit, a copy of the quality plan and periodic audit documentation including the result report of internal TL audits. Subcontractor will provide TL9000 metrics, on a monthly basis, by location and Material category, as requested by Alcatel-Lucent. 10.1.3 Subcontractor agrees to update its registration with the foregoing certifications, as needed, to ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within registration accurately reflects the scope of others’ obligationsthe Services, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond at all times during the reasonable control Term of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleAgreement.

Quality. Substitution of other items A. Seller understands that Buyer intends to sell the Products purchased from Seller as a primary animal feed ingredient and that said products are subject to minimum quality standards for those specified such use. Seller agrees and warrants that Products produced at its plant and delivered to Buyer shall be accepted in the specifications by brand name feed trade under current industry standards. B. Seller warrants that all Products sold to Buyer hereunder shall, at the time of delivery to Buyer, conform to the following minimum quality standard: DDGS Protein 25 Fat 10 Fiber 15 Moisture 12 Ash 6 MWDG Protein (to be completed) Fat Fiber Moisture Ash WDG Protein (to be completed) Fat Fiber Moisture Ash The standard for DDGS will be determined on an as is not acceptable unless basis rather than a dry weight basis. C. Seller warrants that at the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited totime of loading, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval Products will not be unreasonably withheldadulterated or misbranded within the meaning of the Federal Food, conditionedDrug and Cosmetic Act and that each shipment may lawfully be introduced into interstate commerce under said Act. Payment of invoice does not waive Buyer’s rights if goods do not comply with terms or specifications of this Agreement. Unless otherwise agreed between the parties to this Agreement, and in addition to other remedies permitted by law, the Buyer may, without obligation to pay, reject either before or delayedafter delivery, any of the Products which when inspected or used are found by Buyer to fail in a material way to conform to this Agreement. Except Should any of the Products be seized or condemned by any federal or state department or agency for any reason except noncompliance by Buyer with applicable federal or state requirements, such seizure or condemnation shall operate as a rejection by Buyer of the goods seized or condemned and Buyer shall not be obligated to offer any defense in connection with the extent seizure or condemnation. When rejection occurs before or after delivery, at its option, Buyer may: (1) Dispose of the rejected goods after first offering Seller would otherwise be entitled a reasonable opportunity of examining and taking possession thereof, if the condition of the goods reasonably appears to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, Buyer to permit such delay in making disposition; or (2) Dispose of the Project Schedulerejected goods in any manner directed by Seller which Buyer can accomplish without violation of applicable laws, rules, regulations or a change in property rights; or (3) If Buyer has no available means of disposal of rejected goods and Seller fails to direct Buyer to dispose of it as provided herein, Buyer may return the performance requirements. Acceptance or rejection of rejected goods to Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes which event Buyer’s obligations with respect to said rejected goods shall be deemed fulfilled. Title and risk of loss shall pass to Seller promptly upon rejection by Buyer. (4) Seller shall reimburse Buyer for all costs reasonably incurred by Buyer in storing, transporting, returning and disposing of the rejected goods. Buyer shall have no obligation to pay Seller for rejected goods and may deduct reasonable costs and expenses to be reimbursed by Seller from amounts otherwise owed by Buyer to Seller. (5) If Seller produces Products which comply with the warranty in Section C above but which do not meet applicable industry standards, Buyer agrees to purchase such Products for resale but makes no representation or warranty as to the price at which such product can be sold. If the product deviates so severely from industry standard as to be unsalable in Buyer’s Suppliers reasonable judgment, then it shall be disposed of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Ownerin the manner provided for rejected goods in Section C above. D. If Seller knows or reasonably suspects that any Products produced at its Plant are adulterated or misbranded, or EPC Contractor shall adhere to all outside of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of industry quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of samestandards, Seller shall promptly present a proposal to remedy so notify Buyer so that such product can be tested before entering interstate commerce. If Buyer knows or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted reasonably suspects that any Products produced by Purchaser with Seller to determine the actual origin at its Plant are adulterated, misbranded or outside of industry quality standards, then Buyer may obtain independent laboratory tests of the problemaffected goods. Except for those Certain Purchaser Test ObligationsIf such goods are tested and found to comply with all warranties made by Seller herein, then Buyer shall pay all testing costs; and if the goods are found not to comply with such warranties, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including pay all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduletesting costs.

Quality. Substitution All natural gas delivered to Buyer shall meet the quality and pressure specifications and requirements of other items for those specified in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item)receiving pipeline. Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for, and shall indemnify and save Buyer harmless against, all fees, charges, penalties, losses, costs, and liabilities of whatsoever nature (including without limitation, attorneys fees and costs) arising out of Seller’s failure to deliver natural gas meeting the applicable specifications and requirements. Buyer shall, concurrent with the execution of this Agreement, deliver to Seller, in writing, the applicable specifications and requirements for the quality gas to be delivered hereunder. Buyer may test Seller’s gas delivered hereunder for adherence to such specifications, such testing to be in accordance with generally accepted industry standards activities covering and procedures. If the gas delivered by Seller does not meet the specifications set forth above, Buyer may, at its operations and that option, refuse to accept delivery of said gas into its Suppliersgathering facilities. The making or failure If Seller shall deliver gas to make an inspection, examination or test ofBuyer which exceeds the maximum pressure specifications, or payment forfails to meet the quality specifications above referenced, or acceptance Seller shall be responsible for any damages caused to Buyer’s gathering facilities and any other damages resulting from Seller’s delivery of such non-conforming gas. If Seller fails to conform its gas to the Equipment shall in no way relieve Seller from specifications and requirements, Buyer may, at its obligation option, elect to accept such non-conforming gas, condition the same to conform to all the above specifications and charge Seller a mutually acceptable condition fee. If neither party elects to condition the gas to conform to the above specifications, then Seller, at its option and upon sixty (60) days prior written notice to Buyer, shall have the right to obtain the release of such non-conforming gas from the requirements Agreement. Should Buyer elect to accept and pay for non-conforming gas, Buyer shall not be deemed to have waived any of this Contract its rights hereunder and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipmentnevertheless be entitled, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior and from time to completion time, to enforce the quality provisions hereof and refuse to accept delivery of Performance Testing a problem in any volumes of non-conforming gas from Seller. At least semi-annually, Buyer shall take samples from each of Seller’s ▇▇▇▇▇ at the Equipment develops that could potentially delay completion points of Performance Testing delivery and have such samples analyzed by chromatograph analysis or give rise to a claim of rejection, other mutually agreeable and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller generally accepted industry methodology to determine the actual origin liquids content by component and the heating value of such gas. Buyer shall have the right to take and analyze a spot gas sample prior to the regularly scheduled sampling. Additionally, upon Seller’s written request to Buyer and at Seller’s sole cost and expense, Buyer shall take and analyze gas samples more frequently. All gas samples taken hereunder shall be taken at such times as are reasonably mutually agreeable so to produce a representative sample of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, gas produced and Seller shall be reimbursed accordingly pursuant pennitted to be present at such sampling and permitted to take its own split sample. The gross heating value calculation of such samples will use the BTU values assigned to the various hydrocarbon components as adjusted and updated from time to time by using as a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment base those values set forth in the Project Schedulemost current GPA publication 2145 in effect at the time the gross heating value calculation is derived under the provisions of this agreement.

Quality. Substitution 5.1 Supplier shall be certified in and compliant with the latest edition of other items IATF 16949; the certification has to be evidenced to Buyer through submission of a respective certificate. 5.2 Supplier warrants that its Deliverables are suitable for those specified the purpose intended and faultless with regard to materials and workmanship. Supplier shall comply with the state of the art of science and technology, the safety regulations and the agreed technical data, specifications and quality requirements for the Deliverables it supplies. Supplier warrants that the Deliverables shall comply with all national and international laws and regulations applicable for the respective goods in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item)sales markets. Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality Changes to the specified itemDeliverables require the prior written consent of Buyer. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except With regard to the extent Seller would otherwise be entitled to a Change OrderProduction Process and Product Approval (PPA), under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement reference is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere made to the standards most current version of quality required under this Contract shall be grounds the VDA Volume 2 »Sicherung der Qualität von Lieferungen – Produktionsprozess – und Produktfreigabe PPF« (Quality Assurance for termination if not cured as required hereinSupplies – Production process and product approval PPA). Notwithstanding the foregoing, Seller Supplier shall continuously monitor the quality and shall ensure the conformity of the Deliverables. The Parties shall inform each other of any possibility for improving quality. 5.3 In case of a conflict between the Contract and IATF 16949 or the abovementioned VDA publication, the Contract shall prevail. 5.4 Supplier shall ensure that its subcontractors are contractually bound to Supplier to comply with the terms of this Clause 5. 5.5 Any change of the production location or of the dispatch location of the Deliverables requires the prior written consent of Buyer; which shall not be unreasonably withheld. Any costs incurred by Buyer due to the non-compliance with this provision or otherwise due to a change of location caused by Supplier, shall be solely responsible for borne by Supplier. Supplier shall inform Buyer immediately of any relocations in its supply chain or of any changes of sub-suppliers in its supply chain which are or become known to Supplier. 5.6 Buyer and Supplier may agree in writing to amend the quality standards activities covering its operations and that requirements set forth in this Clause 5 if a certification in accordance with IATF 16949 and/or the application of its SuppliersVDA regulations is not commonly accepted in Supplier’s industry. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment Parties shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities then agree on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedulecomparable quality standards.

Quality. Substitution 4.1. Bunker to be supplied shall be the quality offered generally by Seller at the time and place of other items delivery for those specified the particular grade or grades ordered by ▇▇▇▇▇. Buyer shall have the sole responsibility for the selection of the proper grade or grades of Bunker for use in the Vessel nominated. Any information provided to Buyer regarding the characteristics of Bunker at any delivery location shall not be construed as specifications by brand name of the Bunker to be delivered hereunder, but only as indications of the general characteristics of the Bunker available at that location from time to time. Except for this clause, bunker is not acceptable unless sold “as is”, and seller otherwise makes no representations, guarantee, conditions or warranties of quality, merchantability or fitness for any particular purpose and any implied warranties or conditions as to quality, merchantability or fitness whatsoever, whether statutory or the term “or approved equal” appears absence of bio-components in the specifications marine fuels are expressly excluded. 4.2. Buyer shall have the sole responsibility for the selection of suitable Bunker for use in the Vessel. Buyer warrants that it has not relied upon any representations made by or on behalf of the Seller but has relied exclusively on its own knowledge and judgment in determining whether the Bunker selected by Buyer for the Vessel are suitable for the Vessel. Buyer warrants that the Vessel nominated by Buyer to receive Bunker is in compliance with all applicable local, national and international regulations and requirements and is free of all conditions, difficulties, peculiarities, deficiencies or defects that might impose hazards in connection with its mooring, unmooring or bunkering. 4.3. With respect to the quality of the product supplied, sampling shall be accomplished throughout the Marine Fuel delivery process, as per guidelines of MARPOL. The seller shall take minimum four (4) samples of each grade of Marine Fuels delivered. It is the Buyer’s responsibility to ensure that the marine fuel is properly sampled, sealed and signed by the ship’s master. The aforementioned samples shall be securely sealed and labelled by the seller (and witnessed by the vessel) and at-least two (2) of these samples shall be retained by the seller for maximum 14 days following the date of delivery in a safe place for subsequent verification of the quality thereof, if required. If the specified item buyer issues a claim regarding the quality of the Marine Fuel in accordance with the clause 8.2 of this contract, and provide the claim is legitimate in accordance with ISO and/or BIS (as the case may be), one (1) of the two (2) Seller’s retained samples shall be submitted by the Seller for relevant analysis to a mutually agreed, NABL approved, independent laboratory if testing is required to be conducted in India or to any other laboratory as mutually agreed between the Parties if testing is required to be conducted outside the territorial limits of India. The independent laboratory’s analysis shall be conclusive and binding on agreement, and the fees of independent laboratory shall be shared equally by the Buyers and Sellers. In the event that Seller proposes an independent, NABL approved laboratory if testing is required to be conducted in India or to any other laboratory as mutually agreed between the Parties if testing is required to be conducted outside the territorial limits of India and Buyer takes no action to either accept this proposal or to suggest an alternative laboratory, then Seller’s choice of laboratory shall be binding and any tests performed by such NABL approved laboratory shall be similarly binding, regardless of whether or not available on commercially reasonable terms (including, but not limited toBuyer chooses to send a representative to such testing. In the event of a dispute in regard to the quality of the Bunkers delivered by Seller, the delivery schedule for such item)samples drawn pursuant to this clause, shall be conclusive and final evidence of the quality of the Bunkers delivered. Should Seller wish to substitute itemsOne, and only one, of the samples retained by the Seller shall make be forwarded to an independent laboratory to perform a written request set of tests, the result of which is to Purchaser be made available to both parties. Those test results shall be final and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better binding upon both Buyer and of comparable or better quality Seller as to the specified itemparameters tested. All substituted items The parties are to use best endeavors to agree the independent laboratory to perform the tests. 4.4. Any samples drawn by ▇▇▇▇▇’s personnel in the absence of Seller’s presence either at the time of bunkering or at any date after bunkering shall not be valid as indicator of the quality supplied. Seller shall have no liability for any claims arising in circumstances where ▇▇▇▇▇ has commingled the products on board the Vessel with other fuels. 4.5. In the event of a dispute in regard to the quality of the Bunkers delivered, the samples drawn pursuant to this clause, shall be conclusive and final evidence of the quality of the Bunkers delivered. One, and only one, of the samples retained by the Seller shall be forwarded to an independent laboratory to perform a set of tests, the result of which is to be made available to both parties. Those test results shall be final and binding upon both Buyer and Seller as to the parameters tested. The parties are to use best endeavors to agree the independent laboratory to perform the tests. 4.6. The seal must be approved breached only in presence of both parties unless one/both in writing by Purchaser, which approval have declared that they will not be unreasonably withheld, conditioned, present or delayedfails to be present at the appropriate time and place; and both parties shall have the right to appoint independent person(s) or surveyor(s) to witness the seal breaking. 4.7. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request No samples subsequently taken shall be given within seven allowed as (7additional) days evidence. If any of receipt the seals have been removed or tampered with by an un-authorized person, such sample(s) shall be deemed to have no value as evidence. 4.8. Any eventual samples drawn by ▇▇▇▇▇'s personnel either during bunkering or at any later date after bunkering shall not be valid as indicator of the quality supplied. The fact that such request accompanied by supporting datasamples may eventually bear the signature of the personnel on board the barge or tank truck or other delivery conveyance shall have no legal significance as such local personnel have no authority to bind Seller to different contractual terms. Seller shall ensure that have no liability for any claims arising in circumstances where ▇▇▇▇▇ may have commingled the Equipment complies products on board the Vessel with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedulefuels.

Quality. Substitution of other items for those specified in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedule. Order Definition Meeting. Seller will schedule an Order Definition Meeting within fifteen (15) days of execution of this Contract. Seller will advise Purchaser of the final Drawing delivery schedule at the conclusion of the Order Definition Meeting.

Quality. Substitution of other items Seller shall meet or exceed ▇▇▇▇▇'s quality standards for those specified the Goods as adopted by ▇▇▇▇▇ from time to time, and which are provided by Buyer to Seller in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item)writing. Should Seller wish to substitute itemsAt Buyer's request, Seller shall make a written request furnish to Purchaser Buyer test samples of Goods as reasonably required by Buyer to determine if their manufacture is in accordance with the specifications furnished by Buyer and will provide data to demonstrate that Buyer's quality standards. Seller shall perform quality inspections of Goods before delivery and shall certify inspection results in the substituted item(s) ismanner requested by ▇▇▇▇▇. If the Goods are found by ▇▇▇▇▇, in fact▇▇▇▇▇'s reasonable discretion, technically equivalent or better to be in compliance with ▇▇▇▇▇'s quality standards for such Goods, subject to audit by ▇▇▇▇▇, Buyer will promptly reimburse Seller for Seller's reasonable, out-of-pocket costs incurred in complying with this Section 7.1(a). Seller shall work together with Buyer to achieve global process improvements in the areas of technology, quality, responsiveness, delivery, and of comparable or better cost. At Buyer's request, ▇▇▇▇▇▇'s representatives shall meet with ▇▇▇▇▇ to review the progress made on these objectives. Seller shall provide reasonable support as requested by ▇▇▇▇▇ to address and correct quality concerns. In addition to the specified item. All substituted items must be approved in writing by Purchaserits other rights and remedies, which approval will not be unreasonably withheld, conditioned, or delayed. Except Buyer may hold Seller responsible for costs associated with quality-issue investigation and containment to the extent caused by Seller's acts or omissions. Seller would otherwise be entitled shall, on a continuous basis, identify ways to a Change Orderimprove the quality, service, performance standards, and technology for the Goods, including through participation in Buyer's quality improvement initiatives. Protection Against Supply Interruptions. Seller shall, at Seller's sole cost and expense, take such actions as are necessary or appropriate to ensure the uninterrupted supply of Goods to Buyer for not less than [NUMBER] days during any foreseeable or anticipated event or circumstance that could interrupt or delay Seller's performance under no circumstances shall Purchaser’s acceptance this Agreement, including any labor disruption, whether or rejection of a Seller’s request for an “approved equal” item result in an increase in not resulting from the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection expiration of Seller’s request shall be given within seven 's labor contracts (7) days of receipt of and whether or not such request accompanied by supporting dataoccurrence constitutes a Force Majeure Event hereunder). Seller shall ensure notify Buyer at least [NUMBER] days before the termination or expiration of any collective bargaining or other labor agreement that the Equipment complies with the standards of quality specified by this Contract or those customary relates to Seller's Personnel involved in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, production or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance delivery of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleGoods.

Quality. Substitution of other items for those specified in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request source, collect, process, store, distribute, test, transport, and otherwise handle Plasma to Purchaser be sold to Buyer in accordance with this Agreement, at all times in compliance with all Applicable Laws, Regulatory Approvals and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better Specifications. Any and of comparable or better quality all reasonable changes sought by Buyer to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request Specifications shall be given within seven (7) days of receipt of such request accompanied by supporting datasent to Seller for review and approval. Seller Buyer shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any and all anticipated reasonable changes to Specifications as soon as practicable so as to provide Seller with as much advance notice as possible. Seller shall have *** (***) business days to agree to implement the changes or to respond to Buyer with its reasons for refusing to implement such nonconformity of which either becomes awarechanges. If at any time prior Seller agrees to completion implement such changes, Seller shall implement such changes as promptly as reasonably possible, but in all cases within *** (***) days after receipt of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge such changes. For purposes of sameclarity, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy not make changes to the problemprocess parameters or the Specifications without prior written approval of Buyer (in its reasonable discretion). An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of shall notify Buyer immediately and in any Equipment event not later than *** (but not equipment or systems not part of the Work***) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract business days after: (a) any Existing Center (including all labor costs associated therewith)without limitation, but only to any Buyer Approved Collection Center) or ViroPharma Center is closed as a result of regulatory sanctions placed on Seller by the extent Seller, FDA (or its Subcontractors any foreign equivalent) or any other person governmental authority; (b) Seller or entity supplying Equipment any ViroPharma Center or otherwise performing Work Buyer Approved Collection Center becomes subject to a significant enforcement action from the FDA (or any foreign equivalent) or any other activities governmental authority; (c) Seller or any ViroPharma Center or Buyer Approved Collection Center fails an audit or inspection conducted by or on behalf of any governmental authority or any accrediting body; or (d) Seller hereunder (collectivelyotherwise learns of significant quality concerns that may impact the safety or quality of the Plasma provided to Buyer. In the event that Seller notifies Buyer of any of the foregoing, “Seller Parties”) or Buyer otherwise determines that any ViroPharma Center or Buyer Approved Collection Center is responsible for deficient in its compliance with Applicable Laws, Regulatory Approvals or Specifications, the problem. Any repair or Parties shall work performed by Seller resulting from in good faith to minimize overall shortfalls in quantities of Plasma delivered to Buyer, but any such shortfall shall remain the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleSeller.

Quality. Substitution The Supplier shall notify buyer immediately upon discovery of other items for those specified non-conforming product that has shipped or is about to ship to Staco Systems or their customers. Supplier shall notify StacoSystems of changes to product or processes that affect product quality or the known or intended use. The supplier shall obtain approval of changes. Supplier shall flow-down to sub-tier suppliers the requirements of the Staco Systems purchase order, including key characteristics where required. When referenced in the specifications by brand name is not acceptable unless purchase order supplier shall flow-down to their subcontractors the term “or approved equal” appears in requirements of all applicable FAR/DFAR clauses that appear at the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited toend of this document. In addition to our right of entry, the delivery schedule supplier agrees to right of entry for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditionedour customers, or delayed. Except regulatory agencies to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change all facilities and records in the performance requirementsof this contract. Acceptance or rejection The following Purchase Order Quality Clauses apply: PURCHASE ORDER QUALITY CLAUSES Right of Seller’s request Access – Staco Systems, the Staco Systems Customer, the Customers’ Customer and Regulatory agencies shall be given within allowed the right of access to determine and verify the quality of work, records and material at any place, including the plant of the Supplier. Requirements Flowdown - Suppliers shall have a quality and calibration system meeting one of the following requirements as applicable: AS9100 ISO 9001:2008. Staco Systems reserves the right to approve Suppliers based on requirements and resources. Quality Records – Quality records must be maintained on file for a minimum of seven (7) days years (unless otherwise specified) and readily retrievable upon request. Product Verification – Verification by Staco Systems shall not resolve the Supplier/Supplier of receipt of such request accompanied the responsibility to provide acceptable product, nor shall it preclude subsequent rejections by supporting dataStaco Systems. Seller Approved Processing Sources – Suppliers shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary use only end item Customer approved processing source if called out in the industry if no requirement order. Control of Non-Conforming Product – Non-conforming product produced from Staco Systems supplied material will be segregated, tagged and returned to Staco Systems along with completed (Suppliers) internal non-conformance report. Documented cause and corrective action is specifiedrequired. PurchaserHandling, Packaging, Preservation and Delivery – The Supplier shall use appropriate methods of handling, packaging and Preservation to prevent damage of product in process and during delivery. Statistical Techniques – When Required by Staco Systems contract, the Supplier shall perform statistical analysis for applicable key characteristics, and provide results upon Staco Systems request or Staco Systems customer’s and/or EPC Contractor’s quality surveillance request. Evidence of Inspection – A qualified representative shall, upon reasonable of the Suppliers Quality Department shall sign and document acceptance status for each shipment as evidence of 100% inspection. Sampling inspection shall not be performed without prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller approval from Staco Systems and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduleour Customer.

Quality. Substitution (a) Ecos warrants that all Products, for a period of other items two years immediately following installation (the "Warranty Period"), will: (i) be of good quality and workmanship and free from defects, latent or patent, in design, material or workmanship, (ii) conform in all respects to the Specifications, (iii) be fit for those specified their intended use, (iv) be free of any claim of any third party; (v) be manufactured in accordance with generally accepted good manufacturing and quality practices and (vi) be Fully Operational for no less than 95% of the specifications time during which they are being operated at any location in accordance with the Operation Manual. These warranties shall not be deemed waived either by brand name is not acceptable unless reason of Buyer's acceptance of Products or by payment for them and shall survive Buyer's resale or lease of the term “or approved equal” appears in Products. (b) During the specifications or if the specified item is not available on commercially reasonable terms (includingWarranty Period, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and Ecos will provide data all replacement parts, including the Critical Components, to demonstrate Buyer without any charge. During the Warranty Period, Ecos will at all times maintain a reasonable and continuous spare parts inventory of Critical Components at each location with a Product. If Ecos fails at any time to maintain the spare parts inventory as required herein, Buyer may procure such inventory from another supplier and invoice Ecos for 125% of the aggregate cost of such inventory to Buyer, which amount shall be immediately due and payable by Ecos upon receipt of the invoice. In the event that, during the Warranty Period, a Customer is required to use Critical Components from the inventory to make repairs that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality are not subject to the specified itemwarranty described in Section 3.2(a) above, Ecos will invoice Buyer for the cost of the inventory and repairs, if performed by Ecos. All substituted items must be approved in writing by Purchaser, which approval Buyer will not be unreasonably withheld, conditioned, or delayed. Except to pay the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection amount of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given invoice within seven (7) 15 days of receipt receipt. After the end of such request accompanied by supporting data. Seller shall ensure that the Equipment complies Warranty Period, Ecos will work with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice Buyer to plants of Seller and Seller shall use reasonable efforts to procure establish a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety supply chain through which Buyer can obtain Critical Components and other regulationsreplacement parts. (c) During the first year of the Warranty Period, Ecos will service the Products and make repairs required without any charge. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and Ecos will provide all such services within a reasonable time after arrival at receiving a notice from Buyer. If Ecos fails to so repair, replace or otherwise service the Delivery Point. Seller’s failure Product within a reasonable time after notice, Buyer may procure a substitute repair, replacement or service and invoice Ecos for 125% of the aggregate cost incurred by Buyer to adhere to the standards of quality required under this Contract do so, which amount shall be grounds immediately due and payable by Ecos upon receipt of the invoice. The remedies set forth in this section are in addition to, and not in limitation of, any other remedies available to Buyer hereunder, at Law or in equity. (d) At Buyer's option, during the second year of the Warranty Period, Ecos will service the Systems and make repairs required at a cost and at such time agreed to by the parties, and shall invoice Buyer for termination if not cured as required hereinsuch cost. Buyer shall pay the amount of the invoice within fifteen (15) days of receipt. (e) Notwithstanding the foregoing, Seller shall be solely responsible Ecos is permitted to invoice Buyer for the quality standards activities covering its operations and that reasonable cost of its Suppliers. The making or any repairs made to a Product required as a result of a Customer's failure to make an inspection, examination or test of, or payment for, or acceptance of use the Equipment shall Product in no way relieve Seller from its obligation to conform to all of accordance with the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleOperation Manual.

Quality. Substitution of other items for those specified 11.1 Seller guarantees that all specific quality requirements set out in Annexure 7 (Specific Quality Requirements) are met. 11.2 Seller undertakes to comply with the applicable requirements in the specifications ISO 9000 quality system standards and ISO 14001 environmental system standards, or such equivalent standards as are specified by brand name is Seller and agreed with Buyer. 11.3 If Seller does not acceptable unless comply with the term “ISO 14001 or approved equal” appears equivalent environmental standard, Seller shall on or before the execution of this Agreement provide Buyer with a plan for implementation of the said standard. 11.4 Seller represents and warrants that it will comply with the provisions of all applicable laws. 11.5 When delivering Products, Seller shall comply at all time with the latest version of Buyer’s directive regarding banned and restricted substances, Annexure 9 (Banned and Restricted Substances). 11.6 Upon reasonable notice to Seller, Buyer shall be entitled, at no charge by Seller, to inspect Seller’s premises during normal business hours with respect to the verification of processes and quality systems, quality control of Products and carrying out sampling and conducting other necessary investigations of quality and delivery performance. Seller shall use its best endeavors to provide for a similar inspection by Buyer on the premises of Seller’s contractors or suppliers. In the event that such an inspection does not meet Buyer’s quality requirements, Seller shall, without delay or cost to Buyer, take the appropriate remedial measures in order to achieve the necessary quality level. For all inspections at Seller’s or its sub-vendors’ premises, buyer or the customer shall bear their part of expenses for the travel and accommodation. 11.7 Seller shall issue all documents reasonably requested by Buyer, in the specifications or if format specified by Buyer, regarding the specified item is not available on commercially reasonable terms (includingquality of the Products, including but not limited to, to materials declaration (i.e. a declaration of the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor materials and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castingsconstituents content) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleProducts.

Quality. Substitution The Articles delivered shall be of other items for those specified in the specifications by brand name is not acceptable unless the term “quality, standard or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase specification described in the Contract Priceand where samples form part of the Contract shall in all respects conform to sample. All Articles, delay in the Project Schedulematerials, workmanship or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied services covered by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds the subject of the Procuring Entity’s inspection and test all times before, during or after manufacture. The Provider shall furnish without extra charge all reasonable facilities and assistance for termination if safe and convenient inspection or test required by appointed Inspectors. Such inspections may be carried out on the Provider’s premises or at such other place as deemed appropriate by Inspectors. The Procuring Entity shall have the right to reject or, at its discretion, to require the correction or replacement of Articles, materials, workmanship, or services which are defective or do not cured as required hereinconform to the specified requirements of this Contract. Notwithstanding the foregoing, Seller All rejects shall be solely responsible for held at the quality standards activities covering its operations Provider’s risk and that expense including all transportation and handling costs until returned to or collected by the Provider. All rejects shall be replaced or rectified and made good at the Provider’s expense within the replacement period to the full satisfaction of its Suppliersthe Inspectors and in conformity with the standards, specification or samples specified in this Contract. The making Should the Articles or failure any portion of them offered or delivered by the Provider be reasonably rejected by the officer to make an inspectionwhom the Provider has been ordered to deliver them, examination as not being equal to the quality, standard or test of, or payment specification Contracted for, or acceptance as being of a quality inferior to that of the Equipment shall in no way relieve Seller from its obligation to conform to all samples where samples form part of the requirements of this Contract Contract, the Provider shall forthwith at his own expense remove the rejected Articles and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance within the replacement period replace them with a like quantity of nonconforming Equipment, or to avail itself of any other remedies to Articles which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge meet the specified requirements. In the event of the nonconformity, its substantiality or the ease Provider failing to remove such rejected Articles within 1 *day of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice notification of the nonconformance or defect promptly after either has actual knowledge of samerejection the Procuring Entity shall be at liberty to return them at the Provider’s risk, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of carriage being recoverable from the repairs, namely, Provider. In the repair, replacement, removal, disassembly event of a rejection of any Equipment (but not equipment or systems not part of the Work) Articles whereby the Provider considers himself aggrieved *he may, within eight days of the receipt of notification of rejection and related transportationbefore such Articles have been removed, reinstallation, reconstruction, re-testing, and re-inspection thereof as may give the Procuring Entity notice of objection. It shall be necessary a condition precedent to correct consideration by the nonconformity or defect or demonstrate Procuring Entity of the Provider’s objection that the previously defective Work conforms to the requirements Provider shall have given notice of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment his objection within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond said time. If the reasonable control of Seller Parties) Provider gives notice as aforesaid the Articles shall not be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in removed until the Project ScheduleProcuring Entity so directs.

Quality. Substitution of other items A. Seller understands that Buyer intends to sell the Products purchased from Seller as a primary animal feed ingredient and that said Products are subject to minimum quality standards for those specified such use. Seller agrees and warrants that the Products produced at its plant and delivered to Buyer shall be accepted in the specifications by brand name is not acceptable feed trade under current industry standards. B. Seller warrants that all Products, unless the term “or approved equal” appears in parties agree otherwise, sold to Buyer hereunder shall, at the specifications or if time of delivery to Buyer, conform to the specified item following minimum quality standard: DDGS 25 10 15 12 6 Wet Distillers Grain 13 5 7 50 3 The standard for DDGS and WDG will be determined on an as is not available on commercially reasonable terms (including, but not limited tobasis rather than a dry weight basis. Minimum quality standards for Solubles shall be agreed upon by the parties at a subsequent date. C. Seller warrants that at the time of loading, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval Products will not be unreasonably withheldadulterated or misbranded within the meaning of the Federal Food, conditionedDrug and Cosmetic Act and that each shipment may lawfully be introduced into interstate commerce under said Act. Payment of invoice does not waive Buyer’s rights if goods do not comply with terms or specifications of this Agreement. Unless otherwise agreed between the parties to this Agreement, and in addition to other remedies permitted by law, the Buyer may, without obligation to pay, reject either before or delayedafter delivery, any of the Products which when inspected or used fail in a material way to conform to this Agreement. Except Should any of the Products be seized or condemned by any federal or state department or agency for any reason except noncompliance by Buyer with applicable federal or state requirements, such seizure or condemnation shall operate as a rejection by Buyer of the goods seized or condemned and Buyer shall not be obligated to offer any defense in connection with the extent seizure or condemnation. When rejection occurs before or after delivery, at its option, Buyer may: (1) Dispose of the rejected goods after first offering Seller would otherwise be entitled a reasonable opportunity of examining and taking possession thereof, if the condition of the goods reasonably appears to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, Buyer to permit such delay in making disposition; or (2) Dispose of the Project Schedulerejected goods in any manner directed by Seller which Buyer can accomplish without violation of applicable laws, rules, regulations or a change in property rights; or (3) If Buyer has no available means of disposal of rejected goods and Seller fails to direct Buyer to dispose of it as provided herein, Buyer may return the performance requirements. Acceptance or rejection of rejected goods to Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes which event Buyer’s obligations with respect to said rejected goods shall be deemed fulfilled. Title and risk of loss shall pass to Seller promptly upon rejection by Buyer. (4) Seller shall reimburse Buyer for all costs reasonably incurred by Buyer in storing, transporting, returning and disposing of the rejected goods. Buyer shall have no obligation to pay Seller for rejected goods and may deduct reasonable costs and expenses to be reimbursed by Seller from amounts otherwise owed by Buyer to Seller’s Suppliers . (5) If Seller produces Products which comply with the warranty in Section C above but which do not meet applicable industry standards, Buyer agrees to purchase such Products for resale but makes no representation or warranty as to the price at which such Product can be sold. If the Products deviates so severely from industry standard as to be unsalable, then it shall be disposed of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative in the manner provided for rejected goods in Section C above. D. If Seller knows or reasonably suspects that any of Seller, Purchaser, Ownerthe Products produced at its Plant are adulterated or misbranded, or EPC Contractor shall adhere to all outside of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of industry quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of samestandards, Seller shall promptly present a proposal to remedy so notify Buyer so that such Product can be tested before entering interstate commerce. If Buyer knows or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin reasonably suspects that any of the problemProducts produced by Seller at its Plant are adulterated, misbranded or outside of industry quality standards, then Buyer may obtain independent laboratory tests of the affected goods. Except for those Certain Purchaser Test ObligationsIf such goods are tested and found to comply with all warranties made by Seller herein, then Buyer shall pay all testing costs; and if the goods are found not to comply with such warranties, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including pay all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduletesting costs.

Quality. Substitution The Residue Gas delivered by Processor from the Processor’s Facilities to Producer or for Producer’s account at the Residue Gas Redelivery Point(s) must meet all quality specifications of the Producer’s designated receiving pipeline(s), as such quality specifications are in effect as of the Effective Date, and if at any time after the Effective Date the applicable receiving pipeline changes its quality specifications to be more stringent, Processor shall have the right to make corresponding revisions to the quality specifications set forth in Exhibit D in amounts consistent with the receiving pipeline’s changes. Any Residue Gas redelivered by Processor which does not conform with all of the aforesaid quality requirements is referred to herein as “Non-Conforming Residue Gas”. If Processor fails to redeliver Residue Gas on behalf of Producer that meets all quality specifications of the receiving pipeline, in addition to any other items for those specified Gas Processing Agreement dated [______________] Between Alpine High Processing LP (Processor) and [_____________] (Producer) remedy available to Producer at law or in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms equity, Processor shall be responsible for, and shall indemnify, defend, and hold harmless Producer Indemnified Parties and its and their officers, agents, employees, and contractors, and all third parties located downstream of Processor’s facilities, from and against any and all damages, losses, fines, penalties, fees, charges, claims, demands, suits, actions, causes of action, obligations, liabilities (including, but not limited towithout limitation, for injury, death or damage to property), contractual liabilities, and reasonable expenses and costs (including, without limitation, court costs, reasonable attorney’s fees, and all other reasonable costs and expenses incurred in investigating and defending any of the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(sabove) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Orderdirectly arising from Processor’s delivery of Non-Conforming Residue Gas. Further, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request Processor shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations all reasonable costs and that of its Suppliers. The making expenses incurred by Producer in order to avoid any fees or failure to make an inspection, examination fines charged by any downstream transporter for so long as Processor delivers Non-Conforming Residue Gas and so long as such fees or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedulefines are charged.

Quality. Substitution of other items for those specified in Where required under the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited toApplicable Laws, the delivery schedule for such itemParties will negotiate in good faith and, no later than ninety (90) days following the execution of this Agreement, enter into a quality agreement governing the quality assurance obligations of the Parties with respect to the manufacture of the Product and supply of the Drug as one of its components (as it may be amended or modified from time to time according to its terms, the “Quality Agreement”). Should Seller wish The Quality Agreement shall include standard lot release testing methods to substitute itemsbe adopted by the independent laboratory mentioned in Section 8.8. In the event of a discrepancy between the provisions of the Quality Agreement and the provisions of this Agreement, Seller the provisions of the Quality Agreement shall make control with respect to terms governing quality of the Drug and the Product, and the provisions of this Agreement shall control with respect to all other terms. OBIO shall be required to ensure that all Drug supplied to Terumo hereunder to be manufactured, stored, tested, transported, disposed of, and otherwise handled in accordance with the Specifications, cGMP, Applicable Laws, and the Quality Agreement. OBIO shall maintain and follow a quality control and quality assurance testing program consistent with the Quality Agreement. No changes to a property of the Drug will be made without express written request approval from Terumo, not to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to and the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection deadlines of a Seller’s request for an “approved equal” item result in an increase such changes may be set forth in the Contract PriceQuality Agreement. Each time OBIO ships the Drug to Terumo, delay it will provide Terumo with the documentation specified in the Project Schedule, or a change Quality Agreement. OBIO shall conduct cGMP audits of its manufacturing facilities according to its internal standard operating procedures as performed in the performance requirements. Acceptance or rejection course of Seller’s request shall be given within seven compliance with Applicable Laws (7) days of receipt of it being understood that such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes standard procedures vary with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance each of the Equipment shall in no way relieve Seller from its obligation to conform to all components of the requirements Product). Upon Terumo’s request, OBIO shall disclose to Terumo the complete results of this Contract such audits. OBIO shall promptly correct any deficiencies or other adverse findings and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge keep Terumo apprised of the nonconformitysame. Upon Terumo’s request, its substantiality or the ease OBIO shall provide Terumo with copies of its discovery; provided, however, all corrective action plans addressing any audit findings and shall consider in good faith any comments that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior Terumo provides to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix OBIO with respect to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduleplans.

Quality. Substitution 8.1 The rights conferred by this Agreement are conditioned upon KOFFOLK undertaking the MANUFACTURE of other items for those specified PRODUCT strictly in accordance with the KNOW-HOW, current GOOD MANUFACTURING PRACTICES and all applicable regulatory requirements. KOFFOLK recognizes the serious nature of this Agreement and warrants that it will fully comply with the undertaking set forth in the specifications preceding sentence. 8.2 KOFFOLK may not change the process by brand name which PRODUCT is not acceptable unless MANUFACTURED without prior written consent of MERCK. 8.3 KOFFOLK hereby agrees that MERCK or an AFFILIATE shall have the term “or approved equal” appears right to have reasonable access to the FACILITY during normal business hours in order to ascertain compliance by KOFFOLK with the specifications or if the specified item is not available on commercially reasonable terms (includingof this Agreement, including but not limited to, inspection of MANUFACTURE of PRODUCT, storage facilities for PRODUCT, raw materials and packaging components, all equipment and machinery and all records relating to such MANUFACTURE, storage, equipment and machinery. Observations and conclusions of any MERCK audit will be discussed with and then issued to KOFFOLK, and corrective action shall be agreed upon by MERCK and KOFFOLK within twenty (20) days after MERCK delivers its audit report to KOFFOLK. Such corrective action will be implemented by KOFFOLK within forty-five (45) days of MERCK and KOFFOLK having agreed to the delivery schedule corrective action, unless otherwise agreed by the parties. 8.4 KOFFOLK hereby agrees to advise MERCK IMMEDIATELY of any proposed or unannounced visit or inspection of the FACILITY or relating to the PRODUCT or its MANUFACTURE by any regulatory authority and will permit MERCK to be present. If MERCK is not present during such a visit or inspection KOFFOLK shall IMMEDIATELY prepare and provide MERCK with a full report, in English, of the visit or inspection. KOFFOLK shall also IMMEDIATELY provide MERCK with copies of any letters, reports or other documents issued by any regulatory authority relative to such inspection. KOFFOLK shall prepare a response to any inspection report from a regulatory authority and shall submit it to MERCK for review and concurrence prior to submission to the regulatory authority. KOFFOLK shall also advise MERCK of any regulatory issues regarding any other product made, handled or stored at any other plant at KOFFOLK's Ramat Chovav operation which would affect MANUFACTURE of the PRODUCT. 8.5 KOFFOLK shall provide MERCK, at the cost and expense of KOFFOLK, samples in reasonable quantities and with relevant documentation from each production lot of PRODUCT. KOFFOLK and MERCK shall concurrently perform, at their respective quality control laboratories, such item)quality control tests as are indicated in the KNOW-HOW. Should Seller wish to substitute items, Seller KOFFOLK shall make a written request the results of its quality control tests available to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better MERCK as directed. MERCK shall initiate all required quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given control tests within seven fourteen (714) days of receipt of samples and MERCK shall advise KOFFOLK of the results without undue delay. Until such time as MERCK is satisfied that KOFFOLK's quality control laboratories are routinely achieving accurate test results within tolerance limits specified in MERCK's control procedures for the PRODUCT, no production lot of PRODUCT shall be released for delivery unless specific approval has been given in writing by MERCK. KOFFOLK is responsible for obtaining and retaining [ ] required for quality control release testing as indicated in the KNOW-HOW. KOFFOLK will perform annual stability testing at its cost in accordance with the specifications contained in the KNOW-HOW. When MERCK is satisfied that KOFFOLK routinely is reporting accurate test results within the approved tolerance limits, MERCK may inform KOFFOLK in writing that thereafter, until further notice, the PRODUCT may be released for delivery if KOFFOLK's tests, performed in accordance with procedures supplied by MERCK, show the PRODUCT to meet MERCK's acceptable quality standards. However, even after waiving such prior quality control approval, MERCK shall have the right to request accompanied by supporting datarepresentative samples of PRODUCT and KOFFOLK shall satisfy such requests. Seller Any such waiver may be revoked at any time and shall not constitute a waiver of or affect in any way KOFFOLK obligations hereunder. KOFFOLK shall at all times ensure that the Equipment complies PRODUCT is in conformity with the standards of quality specified currently applied by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shellMERCK, and fabricated appurtenances that the labels affixed to the PRODUCTS are those duly approved by MERCK and mechanical equipmentthe relevant government authorities, including fans, shaft drives, cycloneswhere necessary, and furnace castings) shall bear the appropriate identification as may from time to monitor compliance time be determined by MERCK. 8.6 MERCK will specify all required labeling as agreed by the relevant government authorities, as necessary on the PRODUCT and all components and containers. KOFFOLK will comply with all specified labeling and use only labeling which has been approved in writing by MERCK in advance. 8.7 Should any production lot fail to meet the specifications set forth in Schedule A, such lot shall not be released. The loss resulting from such deficiency and the cost to dispose of or return the lot shall be borne by the party who is at fault, which shall be determined by MERCK's technical staff. If KOFFOLK does not agree with MERCK's determination of fault, the parties shall meet to attempt to resolve their differences. If the parties are unable to resolve their differences as to fault, then either party may refer the matter for final decision to a specialized firm of international reputation acceptable to both parties hereto. The decision of such firm shall be binding on both parties hereto. If MERCK is found to be at fault, it shall pay KOFFOLK the fee which it would have otherwise paid for the MANUFACTURE of the lot. If KOFFOLK is found to be at fault, it shall bear all costs for the lot. The party at fault shall pay the cost for the above-referenced specialized firm. 8.8 No PRODUCT or material made hereunder shall be re-worked unless such rework is permitted under the U.S. NADA for the PRODUCT. 8.9 KOFFOLK shall provide MERCK with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere control release certificates related to the standards of quality required under this Contract PRODUCT for each batch. At MERCK's request, KOFFOLK shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any provide MERCK with other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleMANUFACTURING records.

Quality. Substitution Customer warrants that Product delivered to the Terminal complies with Law, including RVP and VOC regulations, all applicable tariff rules and is of other items for those the grade specified in this Agreement. Magellan may change the type or grade of Product handled at the Terminal upon thirty (30) days notice to Customer. Customer further warrants that designated ULSD delivered to the Terminal complies with the quality specifications by brand name is as required herein and shall not acceptable unless exceed a sulfur content of 13 ppm. If Product that Customer tenders for delivery to the term “or approved equal” appears in Terminal fails to comply with the specifications or if the specified item is not available on commercially reasonable terms (includingquality requirements as required herein, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller Magellan shall make a written request to Purchaser promptly notify Customer thereof and will provide data to demonstrate that the substituted item(s) ismay, in factMagellan’s sole discretion, technically equivalent (i) reject the non-conforming Product and refuse to take delivery, (ii) take delivery of the non-conforming Product and downgrade or better redesignate such to an appropriate designation of fuel or (iii) take delivery of the non-conforming Product and of comparable or better take steps necessary to remediate such in order to meet such quality to the specified itemrequirements. All substituted items must be approved in writing by PurchaserMagellan will cooperate, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Orderpossible, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase with Customer in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance determination of the Equipment shall resulting product from any downgrade or redesignation of Customer’s Product that may occur in no way relieve Seller from its obligation to conform to all of accordance with (ii) above. Magellan reserves the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior during delivery of non-conforming Product in accordance with (ii) or (iii) above, to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise halt delivery and refuse to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice take further delivery of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller Customer will bear the cost for Magellan to receive, deliver, store, handle, downgrade, redesignate or remediate non-conforming Product. Magellan shall have no liability to Customer arising out of the repairsrefusal to accept delivery of Product that fails to meet the quality requirements as herein required, namely, or arising from the repair, replacement, removal, disassembly of any Equipment (but not equipment downgrade or systems not part remediation of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, Product in accordance with (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond above. Magellan reserves the reasonable control right, at its election, to refuse to redeliver Customer’s Product that fails to comply with Law. Should Magellan, upon Customer’s request, deliver out of Seller Parties) shall be considered extra work under this Contractthe Terminal Product that fails to comply with Law, Customer will release, indemnify, defend and hold harmless Magellan, its parents and Affiliates, and Seller shall be reimbursed accordingly pursuant to a Change Order andits and their respective officers, if applicabledirectors, Seller shall also be entitled to an equitable adjustment in employees, agents and other representatives from and against any Liabilities arising out of the Project Scheduledelivery.

Quality. Substitution of other items A. Seller understands that Buyer intends to sell the Products purchased from Seller as a primary animal feed ingredient and that said Products are subject to minimum quality standards for those specified such use. Seller agrees and warrants that the Products produced at its plant and delivered to Buyer shall be accepted in the specifications by brand name is not acceptable feed trade under current industry standards. B. Seller warrants that all Products, unless the term “parties agree otherwise, sold to Buyer hereunder shall, at the time of delivery to Buyer, conform to the following minimum quality standard: Solubles The standard for DDGS will be determined on an as is basis rather than a dry weight basis. Minimum quality Standards for Solubles shall be agreed upon by the parties at a subsequent date. C. Payment of invoice does not waive Buyer’s rights if Products do not comply with terms or approved equal” appears specifications of this Agreement. Unless otherwise agreed between the parties to this Agreement, and in addition to other remedies permitted by law, the specifications Buyer may, without obligation to pay, reject either before or after delivery, any of the Products which when inspected or used fail in a material way to conform to this Agreement. Should any of the Products be seized or condemned by any federal or state department or agency for any reason except noncompliance by Buyer with applicable federal or state requirements, such seizure or condemnation shall operate as a rejection by Buyer of the Products seized or condemned and Buyer shall not be obligated to offer any defense in connection with the seizure or condemnation. When rejection occurs before or after delivery, at its option, Buyer may: (1) Dispose of the rejected Products after first offering Seller a reasonable opportunity of examining and taking possession thereof, if the specified item is not available on commercially reasonable terms (including, but not limited to, condition of the delivery schedule for Products reasonably appears to Buyer to permit such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in making disposition; or (2) Dispose of the Project Schedulerejected Products in any manner directed by Seller which Buyer can accomplish without violation of applicable laws, rules, regulations or a change in property rights; or (3) If Buyer has no available means of disposal of rejected Products and Seller fails to direct Buyer to dispose of it as provided herein, Buyer may return the performance requirements. Acceptance or rejection of rejected Products to Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes which event Buyer’s obligations with respect to said rejected Products shall be deemed fulfilled. Title and risk of loss shall pass to Seller promptly upon rejection by Buyer. (4) Seller shall reimburse Buyer for all costs reasonably incurred by Buyer in storing, transporting, returning and disposing of the rejected Products. Buyer shall have no obligation to pay Seller for rejected Products and may deduct reasonable costs and expenses to be reimbursed by Seller from amounts otherwise owed by Buyer to Seller’s Suppliers . (5) If Seller produces Products which comply with the warranty in Section C but which do not meet applicable industry standards, Buyer agrees to purchase such Products for resale but makes no representation or warranty as to the price at which such Products can be sold. If the Products deviate so severely from industry standards as to be unsellable, then it shall be disposed of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative in the manner provided for rejected Products in Section C. D. If Seller knows or reasonably suspects that any of Seller, Purchaser, Ownerthe Products produced at its Plant are adulterated or misbranded, or EPC Contractor shall adhere to all outside of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of industry quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of samestandards, Seller shall promptly present a proposal to remedy so notify Buyer so that such Products can be tested before entering interstate commerce. If Buyer knows or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin reasonably suspects that any of the problemProducts produced by Seller at its Plant are adulterated, misbranded or outside of industry quality standards, then Buyer may obtain independent laboratory tests of the affected Products. Except for those Certain Purchaser Test ObligationsIf such Products are tested and found to comply with all warranties made by Seller herein, then Buyer shall pay all testing costs; and if the Products are found not to comply with such warranties, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including pay all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduletesting costs.

Quality. Substitution of other items for those specified When requested by ▇▇▇▇▇, Seller shall promptly submit real time production and process measurement and control data (the “Quality Data”) in the specifications form and manner requested by brand name ▇▇▇▇▇. Seller shall provide and maintain an inspection, testing and process control system (“Seller’s Quality System”) covering the goods and services provided hereunder that is acceptable to Buyer and its customer and complies with Buyer’s quality policy and/or other quality requirements that are set forth on the face of this Order or are otherwise agreed to in writing by the parties (“Quality Requirements”). Acceptance of Seller’s Quality System by Buyer shall not acceptable unless alter the term “or approved equal” appears in obligations and liability of Seller under this Order. If Seller’s Quality System fails to comply with the specifications or if the specified item is not available on commercially reasonable terms (includingof this Order, Buyer may require additional quality assurance measures at Seller’s expense. Such measures may include, but are not limited to, the delivery schedule for such item). Should Buyer requiring Seller wish to substitute items, Seller shall make install a written request to Purchaser and will provide data to demonstrate that the substituted item(sBuyer-approved third party quality auditor(s)/inspector(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a at Seller’s request for an “approved equal” item result facility(ies) to address the deficiencies in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall Quality System or other measures that may be given within seven (7) days of receipt of such request accompanied specified in Buyer’s Quality Requirements or otherwise agreed upon by supporting datathe parties in writing. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect keep complete records relating to Seller’s Quality System and shall make such records available to Buyer and its customer for: (a) three (3) years after completion of this Order; (b) such period as set forth in the specifications applicable to this Order; or (c) such period as required by applicable law, whichever period is the longest. SUPPLIER shall flow down to sub-tier suppliers the applicable requirements in the purchasing documents. SUPPLIER shall establish and maintain records to provide Objective Quality Evidence of conformity to ABACO Purchasing requirements and of the effective operation of the supplier’s quality management system. At a minimum, each record is maintained for at least three years. Records shall be available for review by ABACO, its customers and regulatory authorities, as required. Suppliers are to provide their procedures for controlling relevant records to ABACO Purchasing for review by the Purchasing Manager. SUPPLIER shall notify ABACO of “non-commodity” items (i.e.nonconforming product or process prior to delivery and await ABACO approval of supplier nonconforming product. Supplier shall maintain Objective Quality Evidence of ABACO approval of supplier nonconforming product. The supplier organization shall take action to determine and eliminate the cause of nonconformities in order to prevent reoccurrence and to provide Objective Quality Evidence to ABACO, refractoryand/or our customers, steel shellassuring them of the quality of delivered goods. SUPPLIER shall notify ABACO Buyer of any changes in the product and/or process used in the manufacture of the product. ABACO reserves the right for approval of the product, the parts used, the materials used, the procedures used, and fabricated appurtenances and mechanical equipmentthe equipment used by the Supplier in fulfilling the Purchase Order requirements. SUPPLIER shall provide Certificates of Conformity for product delivered, including fansthe parts used, shaft drivesthe materials used, cyclonesthe procedures used and the equipment used in fulfillment of the Purchase Order requirements. ABACO, its customers, and furnace castings) regulatory authorities shall be granted the right of access to monitor compliance with quality all Supplier and sub-tier supplier facilities and records involved in fulfilling the Purchase Order requirements. The authorized All items of this purchase order are subject to in- process quality surveillance representative by ABACO and/or ABACO's customer. At any time, ABACO may notify the supplier of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulationsspecific requests for on- site surveillance. Such representatives’ ▇▇▇▇▇ reserves the right to inspect, examine and test request the Equipment shall extend through the manufacturing process, the time opportunity to witness any actions in support of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliersorder. The making supplier shall provide no less than three business days advance notification to ABACO's procurement representative before items are ready for any requested ABACO source surveillance. The supplier shall not proceed without ABACO present or failure without ABACO QA written authorization to make an inspectionproceed. The supplier shall provide reasonable facilities and assistance, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to including all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) quality records and related transportationdata for contracted goods, reinstallation, reconstruction, re-testing, upon request. All electrical piece parts shall have a C of C and re-inspection thereof as may be necessary to correct the nonconformity purchased direct from OEM or defect or demonstrate that the previously defective Work conforms to the requirements authorized distributor. Parts brokers shall not be used without written approval from ABACO. Suppliers shall maintain copies of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf records and documents for a min of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedule3 years.

Quality. Substitution Licensee acknowledges that if the Goods manufactured and sold by it are of other items for those specified inferior quality in material and workmanship, the substantial goodwill which the Licensor has built up and now possesses in the specifications by brand name is not acceptable unless the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (includingProperty will be impaired. Accordingly, but not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate Licensee warrants that the substituted item(s) is, in fact, technically equivalent or better Goods will be of high standard and of comparable or better such appearance and quality as shall be reasonably adequate and suited to the specified itemtheir exploitation and best advantage. All substituted items must Licensee shall submit to Licensor finished samples of all Goods to be manufactured, together with its cartons and containers, including packaging and wrapping material, which shall be approved in writing by Purchaserthe Licensor before the Goods are advertised, which distributed or sold. Licensee acknowledges that the image associated with the Property requires that any Goods must be in good taste and meet high standards of quality. Because judgments of taste and quality may be subjective, Licensee agrees that Licensor may grant or deny any approval will or consent required under this section in its sole and absolute discretion. After samples of the Goods have been approved pursuant to this paragraph, Licensee shall not be unreasonably withheld, conditioneddepart therefrom without prior written consent from Licensor. Licensor shall have the right at any time to inspect the Goods. In the event there is a departure from the approved sample of the Goods made or distributed by Licensee, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Priceevent there is an occurrence connected with the Goods which reflect unfavorably upon Licensor, delay the Licensor shall have the right, in the Project Schedulereasonable exercise of its sole discretion, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt to withdraw its approval of such request accompanied by supporting data. Seller Goods, at which time this Agreement shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes automatically terminate with respect to Seller’s Suppliers such Goods. Thereupon, Licensee shall cease the use of “non-commodity” items (i.e.the Property in the sale, refractoryadvertising, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Ownerdistribution, or EPC Contractor use of such Goods immediately upon notice from Licensor; and within 10 days thereafter shall adhere pay all amounts due to all of Seller’s and its Suppliers’ generally applicable safety and Licensor hereunder. If there are other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required Goods under this Contract Agreement not covered or affected by the foregoing two sentences of this paragraph, Licensor may elect, in its sole discretion, to continue this Agreement as to those other Goods. Licensee shall be grounds for termination immediately notify Licensor if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making there is an event or failure occurrence relating to make an inspection, examination or test of, or payment for, or acceptance Licensee of the Equipment shall in no way relieve Seller from its obligation to conform to all of Goods that may reflect unfavorably on the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality Goods or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleCity.

Quality. Substitution Seller is required to provide Buyer with a Material Certification and Certificate of other items Conformance for those specified all Goods provided to Buyer. Seller shall attach these documents to the packing slip or place them in the specifications container with the Goods. Seller must submit a First Article Inspection (FAI) to the Buyer with delivery of initial Goods when applicable. All FAI’s must be submitted in accordance with the latest revision of AS9102. Where required by brand name an Order, drawings, specifications, etc., Seller must use Buyer or Buyer’s designee’s Customer Approved special process sources. Seller must consult with Buyer when Seller is not acceptable unless the term “or approved equal” appears unsure whether a Customer Approved source is required. Seller must inform Buyer in writing in the specifications event of nonconforming goods. Arrangements for the correction and approval of Seller’s nonconforming goods will be as directed by the Buyer. Seller is required to notify Buyer in advance in writing if any changes to location, product or if process are to be made. Buyer must approve changes in writing before they are made. Seller understands that all customer/regulatory/AS9100 requirements are required to be flowed-down to Seller and all of Seller’s suppliers, including requirements contained in the specified item is Order and key characteristics (where required). Buyer requires that all Goods provided by Seller be correct and free of defect per the supplied Order. Buyer may take specific actions when timely or effective corrective actions to an issue(s) are not available on commercially reasonable terms (includingachieved by the Seller. Buyer’s actions may include, but are not limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent any or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements following: withholding payment to Seller until the issue is resolved, removal of Seller from the Buyer’s Approved Supplier List, and/or any legal action available to Buyer. If the DPAS rating symbol DX or DO appears on the Buyer’s Order, the Order is considered a Rated Order Certified for National Defense use. In this Contract and shall in no way impair Purchaser’s right case, the Seller is required to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge follow all the provisions of the nonconformityDefense Priorities and Allocations System Regulation (15 CFR Part 700). All design, its substantiality or the ease of its discovery; providedtest, howeverinspection, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejectionverification (including production processes), statistical techniques for product acceptance, related instructions for Buyer’s acceptance, and provided that Purchaser any critical (or EPC Contractor gives Seller written notice of key) characteristics will be included on the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedule.

Quality. Substitution of other items A. Seller understands that Buyer intends to sell the Products purchased from Seller as a primary animal feed ingredient and that said Products are subject to minimum quality standards for those specified such use. Seller agrees and warrants that the Products produced at its plant and delivered to Buyer shall be accepted in the specifications by brand name is not acceptable feed trade under current industry standards. B. Seller warrants that all Products, unless the term “or approved equal” appears in parties agree otherwise, sold to Buyer hereunder shall, at the specifications or if time of delivery to Buyer, conform to the specified item following minimum quality standard: The standard for DDGS will be determined on an as is not available on commercially reasonable terms (including, but not limited tobasis per original sample rather than a dry weight basis. C. Seller warrants that at the time of loading, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval Products will not be unreasonably withheldadulterated or misbranded within the meaning of the Federal Food, conditionedDrug and Cosmetic Act and that each shipment may lawfully be introduced into interstate commerce under said Act. Payment of invoice does not waive Buyer’s rights if goods do not comply with terms or specifications of this Agreement. Unless otherwise agreed between the parties to this Agreement, and in addition to other remedies permitted by law, the Buyer may, without obligation to pay, reject either before or delayedafter delivery, any of the Products which when inspected or used fail in a material way to conform to this Agreement. Except Should any of the Products be seized or condemned by any federal or state department or agency for any reason except noncompliance by Buyer with applicable federal or state requirements, such seizure or condemnation shall operate as a rejection by Buyer of the goods seized or condemned and Buyer shall not be obligated to offer any defense in connection with the extent seizure or condemnation. When rejection occurs before or after delivery, at its option, Buyer may: (1) Dispose of the rejected goods after first offering Seller would otherwise be entitled a reasonable opportunity of examining and taking possession thereof, if the condition of the goods reasonably appears to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, Buyer to permit such delay in making disposition; or (2) Dispose of the Project Schedulerejected goods in any manner directed by Seller which Buyer can accomplish without violation of applicable laws, rules, regulations or a change in property rights; or (3) If Buyer has no available means of disposal of rejected goods and Seller fails to direct Buyer to dispose of it as provided herein, Buyer may return the performance requirements. Acceptance or rejection of rejected goods to Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes which event Buyer’s obligations with respect to said rejected goods shall be deemed fulfilled. Title and risk of loss shall pass to Seller promptly upon rejection by Buyer. (4) Seller shall reimburse Buyer for all costs reasonably incurred by Buyer in storing, transporting, returning and disposing of the rejected goods. Buyer shall have no obligation to pay Seller for rejected goods and may deduct reasonable costs and expenses to be reimbursed by Seller from amounts otherwise owed by Buyer to Seller’s Suppliers . (5) If Seller produces Products which comply with the warranty in Section C above but which do not meet applicable industry standards, Buyer agrees to purchase such Products for resale but makes no representation or warranty as to the price at which such Product can be sold. If the Products deviate so severely from industry standard as to be unsalable, then it shall be disposed of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative in the manner provided for rejected goods in Section C above. D. If Seller knows or reasonably suspects that any of Seller, Purchaser, Ownerthe Products produced at its Plant are adulterated or misbranded, or EPC Contractor shall adhere to all outside of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of industry quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of samestandards, Seller shall promptly present a proposal to remedy so notify Buyer so that such Product can be tested before entering interstate commerce. If Buyer knows or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin reasonably suspects that any of the problemProducts produced by Seller at its Plant are adulterated, misbranded or outside of industry quality standards, then Buyer may obtain independent laboratory tests of the affected goods. Except for those Certain Purchaser Test ObligationsIf such goods are tested and found to comply with all warranties made by Seller herein, then Buyer shall pay all testing costs; and if the goods are found not to comply with such warranties, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including pay all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduletesting costs.

Quality. Substitution 4.1 Bunker to be supplied shall be the quality offered generally by Seller at the time and place of other items delivery for those specified the particular grade or grades ordered by Buyer. Buyer shall have the sole responsibility for the selection of the proper grade or grades of Bunker for use in the specifications by brand name is not acceptable unless Vessel nominated. Any information provided to Buyer regarding the term “or approved equal” appears in the specifications or if the specified item is not available on commercially reasonable terms (including, but not limited to, the characteristics of Bunker at any delivery schedule for such item). Should Seller wish to substitute items, Seller location shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured construed as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance specifications of the Equipment shall in no way relieve Seller from its obligation Bunker to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith)delivered hereunder, but only as indications of the general characteristics of the Bunker available at that location from time to time. EXCEPT FOR THIS CLAUSE, BUNKER IS SOLD “AS IS”, AND SELLER OTHERWISE MAKES NO REPRESENTATIONS, GUARANTEE, CONDITIONS OR WARRANTIES OF QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES OR CONDITIONS AS TO QUALITY, MERCHANTABILITY OR FITNESS WHATSOEVER, WHETHER STATUTORY OR THE ABSENCE OF BIO-COMPONENTS IN THE MARINE FUELS ARE EXPRESSLY EXCLUDED. 4.2 Buyer shall have the extent Seller, sole responsibility for the selection of suitable Bunker for use in the Vessel. Buyer warrants that it has not relied upon any representations made by or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of the Seller hereunder (collectively, “Seller Parties”) is responsible but has relied exclusively on its own knowledge and judgment in determining whether the Bunker selected by Buyer for the problemVessel are suitable for the Vessel. Any repair Buyer warrants that the Vessel nominated by Buyer to receive Bunker is in compliance with all applicable local, national and international regulations and requirements and is free of all conditions, difficulties, peculiarities, deficiencies or work performed by Seller resulting from the responsibility of others besides Seller defects that might impose hazards in connection with its mooring, unmooring or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedulebunkering.

Quality. Substitution In addition to any requirements imposed by applicable Law, Seller must meet or exceed all quality requirements of other items for those specified Buyer, without limitation, all requirements, processes, and procedures set forth in Buyer’s supplier quality manual, as such manual may be updated from time to time and furnished to Seller. If a quality standard or manual is not provided to Seller (whether in the Purchase Order or otherwise), Seller must manufacture the Goods to the best available industry standard. Seller agrees to comply with all requirements of the industry-standard Production Part Approval Processes (“PPAP”) for all Goods. Seller shall provide such documentation reasonably requested by Buyer in connection with ▇▇▇▇▇’s PPAP process. If Buyer does not utilize its PPAP process for certain Goods, Seller shall, upon request, provide Buyer with a written material certification identifying, among other things, the mechanical and chemical properties, lot or heat number, specifications, and composition of the Goods, in addition to any other information requested by Buyer to be included in such material certification. Seller acknowledges it has analyzed and reviewed ▇▇▇▇▇’s specifications for the Goods and that the specifications are sufficient and adequate to manufacture the Goods in compliance with this Contract. Seller agrees it is solely responsible for maintaining all required quality processes to meet the foregoing specifications. Without limiting any rights or remedies of Buyer hereunder, all costs incurred by brand name is not acceptable unless the term “or approved equal” appears Buyer relating to quality issues in the specifications or if the specified item is not available on commercially reasonable terms Goods (including, but not limited towithout limitation, sorting charges, labor, damaged tooling, rework, downtime, expedited freight costs, etc.) are the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative responsibility of Seller, Purchaserwill be charged by to Seller, Ownerand may be taken by ▇▇▇▇▇ through debits, setoff, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulationsotherwise. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding Without limiting the foregoing, Seller shall be solely responsible liable for the quality standards activities covering its operations and that damages arising out of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchasercomply with ▇▇▇▇▇’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes awarequality requirements. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of sameIn addition, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problemmust comply with all quality assurance procedures specified by Buyer. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test ObligationsAt Buyer’s request, Seller will bear the cost furnish to Buyer, at Seller’s cost, test samples of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof Goods as may be necessary reasonably required by Buyer to correct determine if the nonconformity or defect or demonstrate that manufacture of the previously defective Work conforms to the requirements of Goods are in accordance with this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleSection.

Quality. Substitution The LNG sold hereunder shall, at the time of other items for those specified in delivery at the specifications by brand name Delivery Point and when converted into a gaseous state, comply with the Quality Specifications. Promptly upon, and not later than forty-eight (48) hours after, completion of loading of each LNG Cargo at the Loading Port, Seller shall send a notice to Buyer specifying the quality of the LNG on loading such LNG Cargo. If Seller becomes aware prior to commencement of unloading an LNG Cargo under a Transaction (whether pursuant to Clause 6.2 or otherwise) that any LNG to be unloaded does not comply with, or is likely to not comply with, the Quality Specifications, then Seller shall notify Buyer as soon as reasonably practicable, including notice of the extent of the expected variance from the Quality Specifications. Following any such notice from Seller, Buyer will use reasonable endeavours to accept such LNG; provided that Buyer shall not be obliged to accept any such LNG where such LNG is not acceptable unless to the term “operator of the Buyer’s Receiving Facilities. If Buyer determines in good faith that it cannot reasonably receive, transport or approved equal” appears use such LNG Cargo at Buyer’s Receiving Facilities, it may reject such LNG Cargo by giving Seller notice of rejection within forty-eight (48) hours of Buyer’s receipt of Seller’s notice and Seller shall be deemed to have failed to deliver the LNG Cargo for the purposes of Clause 5.6 and shall pay the Seller Shortfall Payment to Buyer. If LNG which does not comply with the Quality Specifications is accepted by Buyer in accordance with Clause 6.3 and is unloaded at Buyer’s Receiving Facilities, Seller shall reimburse Buyer for any reasonable documented direct costs and expenses incurred by Buyer (whether to pay Third Parties or otherwise) in treating such LNG received at Buyer’s Receiving Facilities by reason of it not complying with the specifications Quality Specifications, such amount not to exceed the product of: twenty-five percent (25%) of the applicable Price; and the Nominal Quantity, in each case, in respect of the relevant LNG Cargo. If either Party becomes aware at any time that LNG being unloaded does not comply with the Quality Specifications, then such Party shall promptly notify the other Party. To the extent that any such LNG is loaded on to an LNG Ship by the time of such notification, provision of Clause 6.6 shall be applicable with respect to such LNG, and to the extent that any such LNG is yet to be loaded on to an LNG Ship, provisions of Clauses 6.3 and 6.4 shall be applicable with respect to such LNG. If LNG that does not comply with the Quality Specifications is delivered at the Delivery Point without Buyer being made aware by Seller prior to commencement of discharge that it does not comply with the Quality Specifications, or without Buyer being made aware by Seller prior to commencement of discharge of the actual extent to which it does not comply with the Quality Specifications, then: if Buyer is able to treat such LNG in order to meet the Quality Specifications or to otherwise make the LNG marketable, Seller shall reimburse Buyer for all reasonable documented direct losses, costs and expenses (including any direct loss of income, revenue, production, goodwill, profits or business opportunity and any claim, demand or action made or brought against Buyer by a Third Party) incurred by Buyer (whether to pay Third Parties or otherwise) in consequence of the unloading of such LNG, including in respect of the treatment of such LNG or other LNG contaminated by it, any damage to the Buyer’s Receiving Facilities and/or any subsequent delay or inability in unloading other LNG vessels at the Discharge Port; provided that such amount shall not exceed an amount equal to the product of: fifty percent (50%) of the applicable Price; and the Nominal Quantity, in each case, in respect of the relevant LNG Cargo; or if Buyer is unable to treat such LNG in order to meet the specified item Quality Specifications or to make such LNG marketable, Seller shall: be deemed to have failed to deliver such quantity of LNG for the purposes of Clause 5.6 and shall pay the Seller Shortfall Payment to Buyer (provided that in calculating the Seller Shortfall Payment for this purpose, the Quantity Delivered is not available on commercially reasonable terms (includingdeemed to be, but not and shall be limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and quantity of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival LNG actually delivered at the Delivery PointPoint which meets the Quality Specifications); and indemnify Buyer in respect of all reasonable documented direct losses, costs and expenses (including any direct loss of income, revenue, production, goodwill, profits or business opportunity and any claim, demand or action made or brought against Buyer by a Third Party) incurred by ▇▇▇▇▇ (whether to pay Third Parties or otherwise) in consequence of the unloading of such LNG, including damage to the Buyer’s Receiving Facilities, costs and losses in respect of the treatment, loss or disposal of such LNG or other LNG contaminated by it, and any subsequent delay or inability in unloading other LNG vessels at the Discharge Port; provided that such amount shall not exceed an amount equal to the product of: the applicable Price; and the Nominal Quantity, in each case, in respect of the relevant LNG Cargo. Where Buyer takes delivery of LNG which fails to comply with the Quality Specifications, whether knowingly or unknowingly, Buyer shall promptly invoice Seller for amounts due under Clauses 6.4 or 6.6 in accordance with Clause 12. Any payments under Clauses 5.6, 6.4 and/or 6.6 shall be Buyer's sole and exclusive remedy (in tort, including negligence, and contract) for Seller’s failure to adhere to deliver LNG which complies with the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleQuality Specifications.

Quality. Substitution The LNG sold hereunder shall, at the time of other items for those specified in delivery at the specifications by brand name Delivery Point and when converted into a gaseous state, comply with the Quality Specifications. Promptly upon, and not later than forty-eight (48) hours after, completion of loading of each LNG Cargo at the Loading Port, Seller shall send a notice to Buyer specifying the quality of the LNG on loading such LNG Cargo. If Seller becomes aware prior to commencement of loading an LNG Cargo under a Transaction (whether pursuant to Clause 6.2 or otherwise) that any LNG to be loaded does not comply with, or is likely to not comply with, the Quality Specifications, then Seller shall notify Buyer as soon as reasonably practicable, including notice of the extent of the expected variance from the Quality Specifications. Following any such notice from Seller, Buyer will use reasonable endeavours to accept such LNG; provided that Buyer shall not be obliged to accept any such LNG where such LNG is not acceptable unless to the term “owner/operator the LNG Ship and/or the operator of the Buyer’s Receiving Facilities. If Buyer determines in good faith that it cannot reasonably receive, transport or approved equal” appears use such LNG Cargo at Buyer’s Receiving Facilities, it may reject such LNG Cargo by giving Seller notice of rejection within forty-eight (48) hours of Buyer’s receipt of Seller’s notice and Seller shall be deemed to have failed to deliver the LNG Cargo for the purposes of Clause 5.6 and shall pay the Seller Shortfall Payment to Buyer. If LNG which does not comply with the Quality Specifications is accepted by Buyer in accordance with Clause 6.3 and is loaded on to the specifications LNG Ship at the Loading Port, Seller shall reimburse Buyer for any reasonable documented direct costs and expenses incurred by Buyer (whether to pay Third Parties or otherwise) in treating such LNG loaded on the LNG Ship and received at Buyer’s Receiving Facilities by reason of it not complying with the Quality Specifications, such amount not to exceed the product of: twenty-five percent (25%) of the applicable Price; and the Nominal Quantity, in each case, in respect of the relevant LNG Cargo. If either Party becomes aware at any time that LNG being loaded does not comply with the Quality Specifications, then such Party shall promptly notify the other Party. To the extent that any such LNG is loaded on to an LNG Ship by the time of such notification, the provisions of Clause 6.6 shall be applicable with respect to such LNG, and to the extent that any such LNG is yet to be loaded on to an LNG Ship, the provisions of Clauses 6.3 and 6.4 shall be applicable with respect to such LNG. If LNG that does not comply with the Quality Specifications is loaded on to an LNG Ship without Buyer being made aware by Seller prior to commencement of loading that it does not comply with the Quality Specifications, or without Buyer being made aware by Seller prior to commencement of loading of the actual extent to which it does not comply with the Quality Specifications, then: if Buyer is able to treat such LNG in order to meet the Quality Specifications or to otherwise make the LNG marketable, Seller shall reimburse Buyer for all reasonable documented direct losses, costs and expenses (including any direct loss of income, revenue, production, goodwill, profits or business opportunity and any claim, demand or action made or brought against Buyer by a Third Party) incurred by Buyer (whether to pay Third Parties or otherwise) in consequence of the loading of such LNG, including in respect of the treatment of such LNG or any other LNG contaminated by it and/or any damage to the applicable LNG Ship and/or to the Buyer’s Receiving Facilities; provided that such amount shall not exceed an amount equal to the product of: fifty percent (50%) of the applicable Price; and the Nominal Quantity, in each case, in respect of the relevant LNG Cargo; or if Buyer is unable to treat such LNG in order to meet the specified item Quality Specifications or to make such LNG marketable, Seller shall: be deemed to have failed to deliver such quantity of LNG for the purposes of Clause 5.6 and shall pay the Seller Shortfall Payment to Buyer (provided that in calculating the Seller Shortfall Payment for this purpose, the Quantity Delivered is not available on commercially reasonable terms (includingdeemed to be, but not and shall be limited to, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and quantity of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes with respect to Seller’s Suppliers of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival LNG actually delivered at the Delivery PointPoint which meets the Quality Specifications or is otherwise marketable); and indemnify Buyer in respect of all reasonable documented direct losses, costs and expenses (including any direct loss of income, revenue, production, goodwill, profits or business opportunity and any claim, demand or action made or brought against Buyer by a Third Party) incurred by Buyer (whether to pay Third Parties or otherwise) in consequence of the loading of such LNG, including damage to the applicable LNG Ship and/or to the Buyer’s Receiving Facilities, costs and losses in respect of the treatment, loss or disposal of such LNG or any other LNG contaminated by it; provided that such amount shall not exceed an amount equal to the product of: the applicable Price; and the Nominal Quantity, in each case, in respect of the relevant LNG Cargo. Where Buyer takes delivery of LNG which fails to comply with the Quality Specifications, whether knowingly or unknowingly, Buyer shall promptly invoice Seller for amounts due under Clauses 6.4 or 6.6 in accordance with Clause 12. Any payments under Clauses 5.6, 6.4 and/or 6.6 shall be Buyer’s sole and exclusive remedy (in tort, including negligence, and contract) for Seller’s failure to adhere to deliver LNG which complies with the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project ScheduleQuality Specifications.

Quality. Substitution (a) Enphase will have the right (but not the obligation) to conduct a quality Audit on the factory or other premises used by the Supplier to perform the Work, in order to confirm whether such factory complies with the Specifications (as applicable). The Supplier will resolve to Enphase’s satisfaction, any critical or major issues identified by Enphase during such Audit, prior to beginning production of other items for those specified the Products. (b) Enphase is contracting to buy conforming Products, assemblies or components, and expects Defect- free yields from Supplier. Enphase seeks a relationship with Supplier that maximizes the probability of 100% Defect-free Product. To ensure quality, the Supplier shall dedicate a team of adequate number of Supplier Personnel with appropriate qualifications, along with a team leader who shall be fluent in English. The Supplier shall ensure that adequately qualified Supplier Personnel are available at all times to Enphase. Supplier will set up an incoming quality control (“IQC") system to inspect all Materials used in the specifications by brand name Product based on the component Specifications on a sampling basis. Supplier will ensure only IQC “passed” Material is not acceptable unless the term “or approved equal” appears utilized in the specifications Products, and will maintain records for lot traceability into the production serial range. Supplier will ensure incoming Materials have no substitution for country of origin, and will require a ‘Country of Origin Certificate’ per lot. Enphase shall subject the Products delivered by the Supplier to an accelerated lifetime testing regimen as well as ongoing reliability testing. Any failures in such testing that arise from differences in Materials, Specifications or if the processes specified item is not available on commercially reasonable terms by Enphase in this Agreement or any subsequent ECOs shall be considered a Defect. (includingc) Quality includes, but is not limited to, all properties of the delivery schedule Product that contribute to customer satisfaction, including function, workmanship, appearance, performance, reliability, timely delivery, invoicing, packing, packaging, meeting hazardous substance restrictions and support. Supplier will follow a PPAP process as outlined in Exhibit B to launch each new production TAN. Supplier will develop an operator certification program and online station validation/record keeping to ensure only “trained/certified” operators are on the production line. (d) The primary goal of Supplier’s quality planning will be prevention and early detection of Defects, as opposed to reacting to Defects as they are discovered. Upon request, Supplier will demonstrate to Enphase that its quality control plans are inherently capable of meeting Defect-free standards. The Supplier will endeavour to obtain and maintain the ISO 9001:2015 certification during the term of this Agreement. (e) Supplier will deliver Products conforming to applicable specifications and which are 100% Defect- free. The date code limitation for such item)all inbound components will be the greater of: (i) the designated expiration date of the Materials; or twenty four (24) months from the date of manufacture. Should Seller wish to substitute itemsSupplier will develop a quality program for its production process that ensures Products are Defect-free. At Enphase’s request, Seller shall make a written request to Purchaser and Supplier will provide supply Enphase with process control data to demonstrate help Enphase ascertain the probability of receiving Defect-free Product. During any production period, the Supplier will follow the DPPM shutdown rules as detailed in Exhibit B. (f) Testing and Inspection. At its option, Enphase may inspect and test any or all Products received by Enphase, and such inspection may be by lot sampling or by testing individual units. When lot sampling is used, the applicable standard will be the industry-recognized zero defects (C = 0) plan at the appropriate confidence level. Such testing and/or inspection may take place at Enphase’s facility or at Supplier’s facility. If at Supplier’s facility, Supplier agrees to provide reasonable support and services to and for Enphase’s representative. Supplier agrees that the substituted item(s) is, representations and warranties made in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes Agreement with respect to Seller’s Suppliers Products will continue to apply regardless of “non-commodity” items (i.e.whether Enphase accepts, refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, tests or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making inspects any Product Unit or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedulelot.

Quality. Substitution (a) The product to be purchased and sold under the terms and conditions of other items for those specified in this Agreement shall be screened metallurgical blast furnace coke produced at Seller’s Monessen, Pennsylvania coke plant (“Plant”)meeting the specifications by brand name is set forth on Exhibit A attached hereto (the “Specifications”). (b) If Buyer does not acceptable unless agree with Seller’s contracted laboratory’s sampling or testing procedures or results, Buyer and Seller shall agree on another laboratory to also analyze future shipments. If the term “or approved equal” appears in results of such other laboratory are within ASTM reproducible variances of Seller’s contracted laboratory’s results, Buyer shall pay the specifications or if costs of such other laboratory. If the specified item is results of such other laboratory are not available on commercially reasonable terms (including, but not limited to, the delivery schedule for such item). Should Seller wish to substitute itemswithin ASTM reproducible variances of Seller’s contracted laboratory’s results, Seller shall make a written request to Purchaser pay the costs of such other laboratory. The results of such other laboratory shall govern except as mutually agreed between Buyer and Seller. This will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval will not be unreasonably withheld, conditioned, or delayed. Except to the extent Seller would otherwise be entitled to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a continue until Buyer is satisfied with Seller’s request for an “approved equal” item result in an increase in the Contract Pricecontracted laboratory’s analyses and/or procedures. (c) If Seller does not agree with Buyer’s laboratory’s sampling or testing procedures or results, delay in the Project Schedule, or a change in the performance requirements. Acceptance or rejection of Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller Buyer and Seller shall use reasonable efforts agree on another laboratory to procure a similar right for Purchaser also analyze future shipments. If the results of such other laboratory are within ASTM reproducible variances of Buyer’s lab’s results, Seller shall pay the costs of such other laboratory. If the results of such other laboratory are not within ASTM reproducible variances of Buyer’s laboratory’s results, Buyer shall pay the costs of such other laboratory. The results of such other laboratory shall govern except as mutually agreed between Buyer and EPC Contractor and their respective designees for quality surveillance purposes Seller. This will continue until Seller is satisfied with Buyer’s laboratory’s analyses and/or procedures. (d) All Coke that exceeds any applicable minimum or maximum amounts indicated in the column entitled “Guarantee” as set forth on Exhibit A will be subject to price decreases with respect to Seller’s Suppliers of “non-commodity” items (i.e.the Coke quality parameters set forth below, refractoryif any. Price decreases will be based on weekly average analyses, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative of Seller, Purchaser, Owner, or EPC Contractor shall adhere to all of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere calculated according to the standards of quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of same, Seller shall promptly present a proposal to remedy or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin of the problem. Except for those Certain Purchaser Test Obligations, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Schedule.following formulas:

Quality. Substitution of other items A. Seller understands that Buyer intends to sell the Products purchased from Seller as a primary animal feed ingredient and that said Products are subject to minimum quality standards for those specified such use and Seller warrants that the Product shall be fit as a primary animal feed ingredient. Seller agrees and warrants that the Products produced at its plant and delivered to Buyer shall be accepted in the specifications by brand name is not acceptable feed trade under current industry standards. B. Seller warrants that all Products, unless the term “or approved equal” appears in parties agree otherwise, sold to Buyer hereunder shall, at the specifications or if time of delivery to Buyer, conform to the specified item following minimum quality standard: DDGS 25 10 15 12 6 Wet Distillers Grain 13 5 7 50 3 The standard for DDGS and WDG will be determined on an as is not available on commercially reasonable terms (including, but not limited tobasis rather than a dry weight basis. Minimum quality standards for Solubles shall be agreed upon by the parties at a subsequent date. C. Seller warrants that at the time of loading, the delivery schedule for such item). Should Seller wish to substitute items, Seller shall make a written request to Purchaser and will provide data to demonstrate that the substituted item(s) is, in fact, technically equivalent or better and of comparable or better quality to the specified item. All substituted items must be approved in writing by Purchaser, which approval Products will not be unreasonably withheldadulterated or misbranded within the meaning of the Federal Food, conditionedDrug and Cosmetic Act and that each shipment may lawfully be introduced into interstate commerce under said Act. Payment of invoice does not waive Buyer’s rights if goods do not comply with terms or specifications of this Agreement. Unless otherwise agreed between the parties to this Agreement, and in addition to other remedies permitted by law, the Buyer may, without obligation to pay, reject either before or delayedafter delivery, any of the Products which when inspected or used fail in a material way to conform to this Agreement. Except Should any of the Products be seized or condemned by any federal or state department or agency for any reason except noncompliance by Buyer with applicable federal or state requirements, such seizure or condemnation shall operate as a rejection by Buyer of the goods seized or condemned and Buyer shall not be obligated to offer any defense in connection with the extent seizure or condemnation. When rejection occurs before or after delivery, at its option, Buyer may: (1) Dispose of the rejected goods after first offering Seller would otherwise be entitled a reasonable opportunity of examining and taking possession thereof, if the condition of the goods reasonably appears to a Change Order, under no circumstances shall Purchaser’s acceptance or rejection of a Seller’s request for an “approved equal” item result in an increase in the Contract Price, Buyer to permit such delay in making disposition; or (2) Dispose of the Project Schedulerejected goods in any mariner directed by Seller which Buyer can accomplish without violation of applicable laws, rules, regulations or a change in property rights; or (3) If Buyer has no available means of disposal of rejected goods and Seller fails to direct Buyer to dispose of it as provided herein, Buyer may return the performance requirements. Acceptance or rejection of rejected goods to Seller’s request shall be given within seven (7) days of receipt of such request accompanied by supporting data. Seller shall ensure that the Equipment complies with the standards of quality specified by this Contract or those customary in the industry if no requirement is specified. Purchaser’s and/or EPC Contractor’s quality surveillance representative shall, upon reasonable prior written notice, be afforded free escorted access during working hours on reasonable notice to plants of Seller and Seller shall use reasonable efforts to procure a similar right for Purchaser and EPC Contractor and their respective designees for quality surveillance purposes which event Buyer’s obligations with respect to said rejected goods shall be deemed fulfilled. Title and risk of loss shall pass to Seller promptly upon rejection by Buyer. (4) Seller shall reimburse Buyer for all costs reasonably incurred by Buyer in storing, transporting, returning and disposing of the rejected goods. Buyer shall have no obligation to pay Seller for rejected goods and may deduct reasonable costs and expenses to be reimbursed by Seller from amounts otherwise owed by Buyer to Seller’s Suppliers . (5) If Seller produces Products which comply with the warranty in Section C above but which do not meet applicable industry standards, Buyer agrees to purchase such Products for resale but makes no representation or warranty as to the price at which such Product can be sold. If the Products deviate so severely from industry standard as to be unsalable, then it shall be disposed of “non-commodity” items (i.e., refractory, steel shell, and fabricated appurtenances and mechanical equipment, including fans, shaft drives, cyclones, and furnace castings) to monitor compliance with quality requirements. The authorized quality surveillance representative in the manner provided for rejected goods in Section C above. D. If Seller knows or reasonably suspects that any of Seller, Purchaser, Ownerthe Products produced at its Plant are adulterated or misbranded, or EPC Contractor shall adhere to all outside of Seller’s and its Suppliers’ generally applicable safety and other regulations. Such representatives’ right to inspect, examine and test the Equipment shall extend through the manufacturing process, the time of shipment, and a reasonable time after arrival at the Delivery Point. Seller’s failure to adhere to the standards of industry quality required under this Contract shall be grounds for termination if not cured as required herein. Notwithstanding the foregoing, Seller shall be solely responsible for the quality standards activities covering its operations and that of its Suppliers. The making or failure to make an inspection, examination or test of, or payment for, or acceptance of the Equipment shall in no way relieve Seller from its obligation to conform to all of the requirements of this Contract and shall in no way impair Purchaser’s right to reasonably reject or revoke acceptance of nonconforming Equipment, or to avail itself of any other remedies to which Purchaser may be entitled under this Contract, notwithstanding Purchaser’s knowledge of the nonconformity, its substantiality or the ease of its discovery; provided, however, that Purchaser and EPC Contractor shall promptly advise Seller of any such nonconformity of which either becomes aware. If at any time prior to completion of Performance Testing a problem in the Equipment develops that could potentially delay completion of Performance Testing or give rise to a claim of rejection, and provided that Purchaser or EPC Contractor gives Seller written notice of the nonconformance or defect promptly after either has actual knowledge of samestandards, Seller shall promptly present a proposal to remedy so notify Buyer so that such Product can be tested before entering interstate commerce. If Buyer knows or fix to such problem and shall promptly implement and diligently pursue a remedy to the problem. An investigation will promptly be conducted by Purchaser with Seller to determine the actual origin reasonably suspects that any of the problemProducts produced by Seller at its Plant are adulterated, misbranded or outside of industry quality standards, then Buyer may obtain independent laboratory tests of the affected goods. Except for those Certain Purchaser Test ObligationsIf such goods are tested and found to comply with all warranties made by Seller herein, then Buyer shall pay all testing costs; and if the goods are found not to comply with such warranties, Seller will bear the cost of the repairs, namely, the repair, replacement, removal, disassembly of any Equipment (but not equipment or systems not part of the Work) and related transportation, reinstallation, reconstruction, re-testing, and re-inspection thereof as may be necessary to correct the nonconformity or defect or demonstrate that the previously defective Work conforms to the requirements of this Contract (including pay all labor costs associated therewith), but only to the extent Seller, or its Subcontractors or any other person or entity supplying Equipment or otherwise performing Work or other activities on behalf of Seller hereunder (collectively, “Seller Parties”) is responsible for the problem. Any repair or work performed by Seller resulting from the responsibility of others besides Seller or the other Seller Parties (including repair or Work (i) on Equipment within the scope of others’ obligations, (ii) resulting from improper maintenance, misuse or abuse by Purchaser or EPC Contractor, or (iii) otherwise resulting from circumstances beyond the reasonable control of Seller Parties) shall be considered extra work under this Contract, and Seller shall be reimbursed accordingly pursuant to a Change Order and, if applicable, Seller shall also be entitled to an equitable adjustment in the Project Scheduletesting costs.