| Foreign Use Product from the Approved Location, or otherwise). 5.1 DELIVERY AND RETURN OF FOREIGN USE PRODUCT: Upon termination or expiring of the Schedule, and notwithstanding any other provision hereof limiting such costs, you will, at its full cost and expense, act as importer / exporter of record and return the Foreign Use Product pursuant to the terms of the Agreement to a location designated by us in the United States and will obtain (at your cost) all appropriate export and import permits and licenses with respect to the export of the Foreign Use Product, and ensuring that Foreign Use Product is properly marked for import. Provided, however, that if you are not in Default under this Schedule and in the event you have either a nominal purchase option or a fixed purchase price a PUT, title will pass to you upon payment of such purchase price. 5.2 EXPORT CONTROL: You acknowledges that the export of Foreign Use Product supplied hereunder (which may include technology and software licensed for use on or with such Foreign Use Product), is subject to such export control laws and regulations, including by not limited to the United States Export Control Act of 1079 and the Export Administration Act of 1985, together with such further United States, local, or other export laws and regulations as may be in force from time to time and applicable to the Foreign Use Product and software when being delivered to or returned from the Approved Location. You agree to comply with all such laws. 5.3 TAX INDEMNIFICATION. You agree that the indemnification rights of ours under the Agreement shall include, and you shall indemnify, defend and hold harmless us from and against any claim, demand, action, proceeding, investigation, loss, liability, cost or expense, including attorneys’ fees, suffered or incurred by us or any such persons arising out of or related to the location, use or possession of Foreign Use Product and Relevant Taxes. The parties will cooperate with each other with respect to any tax audits conducted by a taxing jurisdiction and other matters involving taxes, including without limitation any tax related credits due to or from a taxing jurisdiction and evidence of tax exemption certificates. If we are subjected to a Tax audit with respect to this Agreement or the Products, you agree to promptly provide evidence of the Relevant Taxes paid to the jurisdiction relating to the Master Lease or the Products leased hereunder and the basis for such Tax payment. 6. Custodial Agreement. Following the acceptance of the Products and origination of this Lease, Lessee shall cause its Authorized Affiliate to execute a Custodial Agreement, in such form as reasonably agreed by the parties, within 10 days of Lessor’s execution of the document and have the agreement returned to Lessor. The failure of Lessee to obtain the execution of the Custodial Agreement within the presubscribed timeframe shall be an additional event of default under Section 13(b) of the Master Lease. 7. PURCHASE UPON TERMINATION (“PUT”): For value received, receipt of which is hereby acknowledged, Lessee hereby agrees to purchase, at the end of the original 60 month term of the Lease, Lessor’s interest in the Equipment on an AS-IS, WHERE-IS basis, for $50,158.99 or 10% of the Equipment’s original cash price (“PUT Price”). Customer will pay to Lessor the PUT Price and all other unpaid obligations of the Customer under the Lease, plus any applicable tax within 15 days of the expiration of the original term of the Lease and upon receipt of such payment, Lessor will transfer to Customer its interest in the Equipment on an AS-IS, W HERE-IS basis, without any warranty or representation of any kind, express or implied. |