Common use of Delivery of Equipment Clause in Contracts

Delivery of Equipment. The Equipment is to be delivered on or before June 30, 2022 (the “Final Delivery Date”) in accordance with the Second Purchase Agreement (and in no event at Lender’s expense) at the location specified in this Agreement. Borrower agrees that Borrower shall (i) pay the purchase price of the Equipment to the Supplier when due in accordance with the Second Purchase Agreement and take no action to cancel, terminate or default under, or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this Agreement.

Delivery of Equipment. The Equipment subject to (a) the Xxxxxxx Purchase Agreement is to be delivered on or before June 30December 31, 2022 2021 (the “Final Xxxxxxx Delivery Date”) in accordance with the Second Xxxxxxx Purchase Agreement and (b) the Cryptech Purchase Agreement is to be delivered on or before October 31, 2022 (subject to any extensions as provided for in the Cryptech Purchase Agreement) (the “Final Crytech Delivery Date” and together with the Final Xxxxxxx Delivery Date, each a “Final Delivery Date”), and, in each case, in no event at Lender’s expense) at the location specified in this Agreement. The Equipment subject to Xxxxxxx Purchase Agreement is 15,000 units of MV7 (100 TH) ASIC Bitcoin Miners and the Equipment subject to the Cryptech Purchase Agreement is 2,400 units of Antminer S19j (90 TH) ASIC Bitcoin Miners. Borrower represents and warrants that Borrower has paid Eighty percent (80%) of the purchase price of the Equipment subject to the Xxxxxxx Purchase Agreement to the Supplier thereunder and thirty-four percent (34%) of the purchase price of the Equipment subject to the Cryptech Purchase Agreement to the Supplier thereunder, and, in each case, Borrower agrees that Borrower shall (i) pay the balance of such purchase price of the Equipment to the applicable Supplier when due in accordance with the Second applicable Purchase Agreement and take no action to cancel, terminate or default under, or enter into any amendment or modification to the Second any Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of any Supplier to deliver Equipment by the any applicable Final Xxxxxxx Delivery Date. If, for any reason whatsoever, any of the Equipment that is subject to the Xxxxxxx Purchase Agreement (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Xxxxxxx Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion 100% of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by LenderEarly Termination Fee. Borrower’s failure to comply with the foregoing shall be an Event of Default under this Agreement.

Delivery of Equipment. The Equipment is to be delivered on or before June 30July 31, 2022 (the “Final Delivery Date”) in accordance with the Second Purchase Agreement (and in no event at Lender’s expense) at the location specified in this Agreement. Borrower represents and warrants that Borrower has paid Seventy-Five percent (75%) of the purchase price of the Equipment to the Supplier, and Borrower agrees that Borrower shall (i) pay the balance of such purchase price of the Equipment to the Supplier when due in accordance with the Second Purchase Agreement and take no action to cancel, terminate or default under, or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered delivered. Notwithstanding any provision of Section 2 of the Master Agreement to the contrary, the Equipment shall be deemed to be accepted on, and acceptedthe Acceptance Date shall be deemed to be, the date of execution of this Schedule. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this Agreement.

Delivery of Equipment. The Equipment is (a) Following the manufacture of Units and technical acceptance thereof by Buyer pursuant to ARTICLE 6(c), Seller shall ship such Units to the Authorized Delivery Location for delivery to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). Notwithstanding anything to the contrary contained in this Contract, title to each of the Units to be delivered on to Buyer (or before June its assignee) at the Authorized Delivery Location shall transfer to Buyer (or its assignee) automatically and without further action at such time as each such Unit first crosses 125 degrees west longitude, and in any event immediately prior to the time the vessel carrying such Units leaves international waters and enters the territorial waters of the United States of America or of any state thereof. Subject to the terms of this ARTICLE 7, Seller shall transfer physical possession of the Units to Buyer (or its assignee) at the Authorized Delivery location by the applicable Scheduled Delivery Date (Units so transferred, the “Delivered Units”). (b) Following arrival of any Units described in ARTICLE 7(a) at the Authorized Delivery Location, Buyer shall have an opportunity to re-examine such Units to determine that they still conform to the Specification, this Contract and the Standards. If such inspection does not disclose any damages to any of the Units, an Equipment Interchange Receipt (“EIR”) shall be issued upon release of such Units from a discharging terminal to Buyer or Buyer’s motor carrier or drayman at the Authorized Delivery Location. Damage occurring prior to and during the lifting of any Delivered Units onto a chassis shall be Seller’s responsibility. (c) For Units which are delivered to an Authorized Delivery Location in apparent good order, Buyer’s agent shall issue an EIR for each Delivered Unit with the notation “Delivered in apparent good order.” All Delivered Units shall be considered delivered upon the earlier of (i) the execution of the EIR by Buyer’s agent, or (ii) the date payment of the Contract Price for such Units is due and payable pursuant to ARTICLE 11 below, at which time risk for such Units of accepted Units of Equipment shall pass to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). (d) If, upon arrival of any Units at an Authorized Delivery Location, Buyer or Buyer’s Inspectors determine that any of the Units are damaged, Buyer will report such damage to Seller immediately and notify such damage to the terminal and Seller will repair or replace any damaged Units pursuant to ARTICLE 7(f). In the event Seller chooses or is required to replace any damaged Unit under this Contract, the prior transfer of title to such damaged Unit pursuant to clause (a) hereof shall be rescinded and title to such damaged Unit shall automatically revert to Seller without any recourse to, or warranty of, Buyer. In such case, Buyer shall have not right, title or interest of any kind to any damaged Unit to be replaced by Seller pursuant to this clause (d). (e) Notwithstanding the delivery of a Delivered Unit by Seller to Buyer or issuance of an EIR for such Delivered Unit by Buyer pursuant to this ARTICLE 7, if Buyer discovers that any such Delivered Unit was damaged or otherwise did not conform to the Specification, this Contract and the Standards at the time it was delivered by Seller and Buyer notifies Seller within thirty (30) days following such delivery, 2022 Seller, at its sole cost and expense, shall promptly repair or replace such Delivered Unit. Upon a determination pursuant to clause (f) hereof that a Unit is non-repairable and, therefore must be replaced, the prior transfer of title to such Unit shall be rescinded and title shall automatically revert to Seller, without any recourse to, or warranty of, Buyer. In such case, Buyer shall have no right, title or interest of any kind to any damaged Unit to be replaced by Seller pursuant to this clause (e). (f) In respect to any Units that Seller is obligated to repair or replace pursuant to this ARTICLE 7, if the estimated cost of the repair of any Unit in the reasonable determination of Buyer is over the Damage Threshold specified in Exhibit A (the “Final Delivery DateDamage Threshold”) ), such Unit shall be considered non-repairable and Seller shall promptly, at Seller’s expense, replace such Unit with a Unit that conforms to the Specification, this Contract and the Standards. If the estimated cost of the repair of any such Unit in the reasonable determination of Buyer is not greater than the Damage Threshold, Seller will arrange the repair of such Unit at Seller’s expense or Seller will reimburse the repair amount to Buyer if Buyer elects to have Buyer or Buyer’s designated repair shop complete the repair. The repair shall be accomplished in accordance with the Second Purchase Agreement latest Institute of International Container Lessors (and “IICL”) repair guide. Buyer acknowledges that the Equipment cannot be sent back to Seller’s plant in no event at Lender’s expense) China; therefore, both parties agree to use their best efforts to settle the damage issues at the Authorized Delivery Location. Seller shall be responsible to pay all costs for the repair, which shall include the costs of inspection, estimation, transportation (including mounting repaired Equipment on chassis and making same available for interchange to Buyer’s motor carrier or drayman at a location specified in this Agreement. Borrower agrees that Borrower shall reasonably acceptable to Buyer), and repair of, and any other costs with respect to the repair of (iincluding chassis costs), the Equipment. (g) pay the purchase price Subject to ARTICLE 7(h), Seller will provide free storage after discharge of the Equipment to from the Supplier when due ship at the destination location of Southern California in accordance with the Second Purchase Agreement and take no action terminal’s standard free storage days. The Buyer shall pay charges for all additional storage after these standard free storage days. Buyer will pay such additional storage charges via wire transfer within ten (10) days of Buyer’s receipt of invoice from Seller. The additional storage charge shall be as per the terminal’s standard tariff. Should Buyer be unable to cancelpickup the Equipment at the destination location due to an event caused solely by Seller or by the occurrence of an event of delay beyond the control of Buyer which Buyer is unable to prevent through the exercise of due diligence, terminate which delay is attributable to (i) acts of God (other than ordinary storms or default underordinary inclement weather conditions), earthquakes, lightning or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, flood; (ii) promptly notify Lender by email explosions, fire or otherwise in writing vandalism, provided such explosion, fire or vandalism did not result from the gross negligence or willful misconduct of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and Seller; or (iii) promptly notify Lender when Borrower strikes or other similar industrial disturbances (not including any strikes or industrial disturbances resulting from unilateral changes made by Seller or its affiliated companies), riots, insurrections, war, sabotage, blockages or embargoes, and epidemics, then the parties agree to confer and share equally the additional storage expense. (h) Notwithstanding anything contained in ARTICLE 7(g), if the Authorized Delivery Location is given a date other than Southern California for the delivery of each item any Equipment, Buyer and Seller acknowledge that Seller may not be able to obtain twelve (12) calendar days of Equipmentfree storage for Equipment at such other Authorized Delivery Locations. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. IfAccordingly, for any reason whatsoeverEquipment delivered to Authorized Delivery Locations other than Southern California, Buyer and Seller agree to negotiate the number of free storage days for Equipment at such other Authorized Delivery Locations, and Buyer shall be responsible for any storage in excess of such free storage pursuant to the payment provisions of ARTICLE 7(g) above. (i) At the end of each calendar month during which Units of Equipment have been discharged at port, Seller shall complete a report in respect to Units of Equipment delivered during such month in the form set forth in Exhibit E or in a form reasonably acceptable to Buyer, and deliver it by facsimile by the third working day of the Equipment (the “Undelivered Equipment”) has not been delivered succeeding month to or, if delivered, has not been accepted by Borrower as provided Buyer at Buyer’s address specified in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this AgreementARTICLE 17.

Delivery of Equipment. The Equipment is (a) Following the manufacture of Units and technical acceptance thereof by Buyer pursuant to ARTICLE 6(c), Seller shall ship such Units to the Authorized Delivery Location for delivery to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). Notwithstanding anything to the contrary contained in this Contract, title to each of the Units to be delivered on to Buyer (or before June its assignee) at the Authorized Delivery Location shall transfer to Buyer (or its assignee) automatically and without further action at such time as each such Unit first crosses 125 degrees west longitude, and in any event immediately prior to the time the vessel carrying such Units leaves international waters and enters the territorial waters of the United States of America or of any state thereof. Subject to the terms of this ARTICLE 7, Seller shall transfer physical possession of the Units to Buyer (or its assignee) at the Authorized Delivery location by the applicable Scheduled Delivery Date (Units so transferred, the “Delivered Units”). (b) Following arrival of any Units described in ARTICLE 7(a) at the Authorized Delivery Location, Buyer shall have an opportunity to re-examine such Units to determine that they still conform to the Specification, this Contract and the Standards. If such inspection does not disclose any damages to any of the Units, an Equipment Interchange Receipt (“EIR”) shall be issued upon release of such Units from a discharging terminal to Buyer or Buyer’s motor carrier or drayman at the Authorized Delivery Location. Damage occurring prior to and during the lifting of any Delivered Units onto a chassis shall be Seller’s responsibility. (c) For Units which are delivered to an Authorized Delivery Location in apparent good order, Buyer’s agent shall issue an EIR for each Delivered Unit with the notation “Delivered in apparent good order.” All Delivered Units shall be considered delivered upon the earlier of (i) the execution of the EIR by Buyer’s agent, or (ii) the date payment of the Contract Price for such Units is due and payable pursuant to ARTICLE 11 below, at which time risk for such Units of accepted Units of Equipment shall pass to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). (d) If, upon arrival of any Units at an Authorized Delivery Location, Buyer or Buyer’s Inspectors determine that any of the Units are damaged, Buyer will report such damage to Seller immediately and notify such damage to the terminal and Seller will repair or replace any damaged Units pursuant to ARTICLE 7(f). In the event Seller chooses or is required to replace any damaged Unit under this Contract, the prior transfer of title to such damaged Unit pursuant to clause (a) hereof shall be rescinded and title to such damaged Unit shall automatically revert to Seller without any recourse to, or warranty of, Buyer. In such case, Buyer shall have not right, title or interest of any kind to any damaged Unit to be replaced by Seller pursuant to this clause (d). (e) Notwithstanding the delivery of a Delivered Unit by Seller to Buyer or issuance of an EIR for such Delivered Unit by Buyer pursuant to this ARTICLE 7, if Buyer discovers that any such Delivered Unit was damaged or otherwise did not conform to the Specification, this Contract and the Standards at the time it was delivered by Seller and Buyer notifies Seller within thirty (30) days following such delivery, 2022 Seller, at its sole cost and expense, shall promptly repair or replace such Delivered Unit. Upon a determination pursuant to clause (f) hereof that a Unit is non-repairable and, therefore must be replaced, the prior transfer of title to such Unit shall be rescinded and title shall automatically revert to Seller, without any recourse to, or warranty of, Buyer. In such case, Buyer shall have no right, title or interest of any kind to any damaged Unit to be replaced by Seller pursuant to this clause (e). (f) In respect to any Units that Seller is obligated to repair or replace pursuant to this ARTICLE 7, if the estimated cost of the repair of any Unit in the reasonable determination of Buyer is over the Damage Threshold specified in Exhibit A (the “Final Delivery DateDamage Threshold”) ), such Unit shall be considered non-repairable and Seller shall promptly, at Seller’s expense, replace such Unit with a Unit that conforms to the Specification, this Contract and the Standards. If the estimated cost of the repair of any such Unit in the reasonable determination of Buyer is not greater than the Damage Threshold, Seller will arrange the repair of such Unit at Seller’s expense or Seller will reimburse the repair amount to Buyer if Buyer elects to have Buyer or Buyer’s designated repair shop complete the repair. The repair shall be accomplished in accordance with the Second Purchase Agreement latest Institute of International Container Lessors (and “IICL”) repair guide. Buyer acknowledges that the Equipment cannot be sent back to Seller’s plant in no event at Lender’s expense) China; therefore, both parties agree to use their best efforts to settle the damage issues at the Authorized Delivery Location . Seller shall be responsible to pay all costs for the repair, which shall include the costs of inspection, estimation, transportation (including mounting repaired Equipment on chassis and making same available for interchange to Buyer’s motor carrier or drayman at a location specified in this Agreement. Borrower agrees that Borrower shall reasonably acceptable to Buyer), and repair of, and any other costs with respect to the repair of (iincluding chassis costs), the Equipment. (g) pay the purchase price Subject to ARTICLE 7(h), Seller will provide free storage after discharge of the Equipment to from the Supplier when due ship at the destination location of Southern California in accordance with the Second Purchase Agreement and take no action terminal’s standard free storage days. The Buyer shall pay charges for all additional storage after these standard free storage days. Buyer will pay such additional storage charges via wire transfer within ten (10) days of Buyer’s receipt of invoice from Seller. The additional storage charge shall be as per the terminal’s standard tariff. Should Buyer be unable to cancelpickup the Equipment at the destination location due to an event caused solely by Seller or by the occurrence of an event of delay beyond the control of Buyer which Buyer is unable to prevent through the exercise of due diligence, terminate which delay is attributable to (i) acts of God (other than ordinary storms or default underordinary inclement weather conditions), earthquakes, lightning or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, flood; (ii) promptly notify Lender by email explosions, fire or otherwise in writing vandalism, provided such explosion, fire or vandalism did not result from the gross negligence or willful misconduct of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and Seller; or (iii) promptly notify Lender when Borrower strikes or other similar industrial disturbances (not including any strikes or industrial disturbances resulting from unilateral changes made by Seller or its affiliated companies), riots, insurrections, war, sabotage, blockages or embargoes, and epidemics, then the parties agree to confer and share equally the additional storage expense. (h) Notwithstanding anything contained in ARTICLE 7(g), if the Authorized Delivery Location is given a date other than Southern California for the delivery of each item any Equipment, Buyer and Seller acknowledge that Seller may not be able to obtain twelve (12) calendar days of Equipmentfree storage for Equipment at such other Authorized Delivery Locations. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. IfAccordingly, for any reason whatsoeverEquipment delivered to Authorized Delivery Locations other than Southern California, Buyer and Seller agree to negotiate the number of free storage days for Equipment at such other Authorized Delivery Locations, and Buyer shall be responsible for any storage in excess of such free storage pursuant to the payment provisions of ARTICLE 7(g) above. (i) At the end of each calendar month during which Units of Equipment have been discharged at port, Seller shall complete a report in respect to Units of Equipment delivered during such month in the form set forth in Exhibit E or in a form reasonably acceptable to Buyer, and deliver it by facsimile by the third working day of the Equipment (the “Undelivered Equipment”) has not been delivered succeeding month to or, if delivered, has not been accepted by Borrower as provided Buyer at Buyer’s address specified in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this AgreementARTICLE 17.

Delivery of Equipment. The Equipment is to be delivered on or before June 30May 31, 2022 (the “Final Delivery Date”) in accordance with the Second Purchase Agreement (and in no event at Lender’s expense) at the location specified in this Agreement. Borrower represents and warrants that Borrower has paid Seventy-Five percent (75%) of the purchase price of the Equipment to the Supplier, and Borrower agrees that Borrower shall (i) pay the balance of such purchase price of the Equipment to the Supplier when due in accordance with the Second Purchase Agreement and take no action to cancel, terminate or default under, or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered delivered. Notwithstanding any provision of Section 2 of the Master Agreement to the contrary, the Equipment shall be deemed to be accepted on, and acceptedthe Acceptance Date shall be deemed to be, the date of execution of this Schedule. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this Agreement.

Delivery of Equipment. The Equipment is to be delivered on or before June September 30, 2022 (the “Final Delivery Date”) in accordance with the Second Purchase Agreement (and in no event at Lender’s expense) at the location specified in this Agreement. Borrower represents and warrants that Borrower has paid Seventy-Five percent (75%) of the purchase price of the Equipment to the Supplier, and Borrower agrees that Borrower shall (i) pay the balance of such purchase price of the Equipment to the Supplier when due in accordance with the Second Purchase Agreement and take no action to cancel, terminate or default under, or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered delivered. Notwithstanding any provision of Section 2 of the Master Agreement to the contrary, the Equipment shall be deemed to be accepted on, and acceptedthe Acceptance Date shall be deemed to be, the date of execution of this Schedule. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this Agreement.

Delivery of Equipment. The Equipment is to be delivered on or before June 30December 31, 2022 2021 (the “Final Delivery Date”) in accordance with the Second Purchase Agreement (and in no event at Lender’s expense) at the location specified in this Agreement. Borrower represents and warrants that Borrower has paid Seventy-Five percent (75%) of the purchase price of the Equipment to the Supplier, and Borrower agrees that Borrower shall (i) pay the balance of such purchase price of the Equipment to the Supplier when due in accordance with the Second Purchase Agreement and take no action to cancel, terminate or default under, or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this Agreement.

Delivery of Equipment. The (a) Buyer, in its sole discretion, shall advise Seller in writing (the "ME Notice") of the date on which the Equipment is to be delivered on or before June 30, 2022 available for removal by Buyer (the “Final "ME Delivery Date”"); provided, however, that the ME Delivery Date (i) must be at least twenty (20) days after the date on which the ME Notice is given and (ii) must, in all events, be no later than December 20, 1998. Seller shall disassemble, where required, and pack for shipment to Buyer all Equipment. Such disassembly and packing shall be done in a workmanlike manner and in accordance with manufacturer's instructions therefore, if any. Seller and Buyer shall each pay 50% of the Second Purchase Agreement (costs associated with the disassembly and in no packing of the Equipment set forth on Schedule 1.1(c)(1), and Buyer shall pay all of the costs associated with the disassembly and packing of the Equipment set forth on Schedule 1.1(c)(2). In the event at Lender’s expense) at Buyer has failed to remove any Equipment from Seller's premises by the location specified in this Agreement. Borrower agrees that Borrower shall earlier of (i) twenty (20) days after the ME Delivery Date, or (ii) December 20, 1998, Seller may liquidate, sell or demolish such Equipment in connection with the demolition of its premises. Seller shall receive all proceeds, if any, from any such sale or liquidation, and Seller shall pay all costs and expenses associated with such demolition. Buyer and Seller agree that notwithstanding anything contained herein to the purchase price contrary, risk of loss and title to the Assets shall be transferred to Buyer effective as of the Closing. (b) Seller shall be responsible for any damage to Equipment occurring on account of Seller's negligence in the disassembly and packing thereof. (c) At such time as the Equipment is ready for shipment, Buyer shall, at its sole cost and expense, be responsible for the removal of all such Equipment from Seller's premises. (d) Notwithstanding anything herein to the contrary, Buyer shall not be entitled to take possession of the Equipment unless it has paid to the Supplier when due in accordance with the Second Purchase Agreement and take no action to cancelSeller all amounts due, terminate or default under, or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any as of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final ME Delivery Date, Borrower shallto Seller (except for amounts being contested in good faith by Buyer) under the Transition Agreement, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this AgreementSection 2.2(b) hereof or Section 7.4 hereof.

Delivery of Equipment. (a) The Equipment is to be delivered on or before June 30, 2022 (the “Final Delivery Date”) in accordance with the Second Purchase Agreement (and in no event at Lender’s expense) at the location specified in this Agreement. Borrower agrees that Borrower shall (i) pay the purchase price of Lessor will deliver the Equipment to the Supplier when due location designated by OPG in accordance with the Second Purchase Agreement and take no action to cancelapplicable purchase order, terminate by the delivery date specified in the applicable purchase order (the “Delivery Date”). (b) In the event of a delay or default underin performance by the Lessor, OPG may, in its sole discretion, extend the time period for performance, upon conditions satisfactory to OPG. Any extension granted by OPG will not prejudice its ability to exercise its termination rights in the event of further delay or enter into any amendment or modification default. (c) Unless otherwise specified in this Contract: (i) the Lessor will be responsible for transporting and delivering the Equipment to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, location at the Site designated by OPG; (ii) promptly notify Lender after the expiry of the Rental Term or early termination of this Contract under Section 11 or 12, the Lessor, at its sole expense, will be responsible for transporting and delivering the Equipment from the location at the Site designated by email or otherwise in writing of such paymentOPG to the Lessor’s location, furnishing evidence satisfactory to Lender on Lender’s request, and and (iii) promptly notify Lender when Borrower is given a date the Lessor will be solely responsible for delivery risk of each item of Equipment. Borrower’s obligation loss or damage to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment until the Equipment has been delivered to the location at the Site designated by OPG and accepted. Borrower assumes accepted by OPG and, after the risk of delivery of Equipment and the acceptability expiry of the Equipment. Borrower Rental Term or early termination of this Contract under Section 11 or 12, after the Equipment is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment picked up by the Final Delivery Date. IfLessor from the Site to be transported and delivered to the Lessor’s location. (d) The Lessor will provide to OPG at no additional cost to OPG, prior to the commencement of the Rental Term, the maintenance, operating and servicing instructions and manuals for any reason whatsoever, any of the Equipment (the “Undelivered EquipmentOperating Instructions”) has not been delivered to orand the training services, if deliveredany, has not been accepted by Borrower as provided specified in this Agreement on Contract. The Lessor warrants to OPG that the Operating Instructions, if any, that the Lessor is required to deliver to OPG will be complete and sufficient to enable a reasonably skilled and qualified operator to properly operate, maintain and service the Equipment. (e) Upon termination of this Contract or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion expiry of the Amount Financed with respect to such Undelivered Rental Term, OPG will return the Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered EquipmentLessor in the same condition as at the commencement of this Contract, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this Agreementwear and tear excepted.

Delivery of Equipment. The Equipment is (a) Following the manufacture of Units and technical acceptance thereof by Buyer pursuant to be delivered on or before June 30ARTICLE 6(c), 2022 Seller shall deliver such Units to one of Buyer’s Depots at the agreed Authorized Delivery Location specified in Exhibit A (the “Final Authorized Delivery DateLocation”) by the Scheduled Delivery Dates specified in the Delivery Schedule (the “Delivered Units”). (b) Following arrival of any Delivered Units at an agreed Authorized Delivery Location pursuant to ARTICLE 7(a), Buyer shall have an opportunity to re-examine such Delivered Units to determine that they still conform to the Specification, this Contract and the Standards. If such inspection does not disclose any obvious damage to any Delivered Units, an Equipment Interchange Receipt (“EIR”) shall be issued upon release of such Delivered Units from a discharging terminal to Buyer or Buyer’s motor carrier or drayman at the agreed Authorized Delivery Location. Damage occurring prior to and during the lifting of any Delivered Units onto a chassis shall be Seller’s responsibility. (c) For Delivered Units which are delivered to an agreed Authorized Delivery Location in apparent good order, Buyer’s agent shall issue an EIR for each Delivered Unit with the notation “Delivered in apparent good order.” All Delivered Units shall be considered delivered upon the earlier of (i) the execution of the EIR by Buyer’s agent, or (ii) the date payment of the Contract Price for such Units is due and payable pursuant to ARTICLE 8, at which time title to and risk for such Units of accepted Equipment shall pass to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). (d) If, upon arrival of any Delivered Units at an agreed Authorized Delivery Location, Buyer or Buyer’s Inspectors determine that any of the Delivered Units are damaged, Buyer will report such damage to Seller immediately and notify such damage to the terminal and Seller will repair or replace any damaged Delivered Units pursuant to ARTICLE 7(f). (e) Notwithstanding the delivery of a Delivered Unit by Seller to Buyer or issuance of an EIR for such Delivered Unit by Buyer pursuant to this ARTICLE 7, if Buyer discovers that any such Delivered Unit was damaged or otherwise did not conform to the Specification, this Contract and the Standards at the time it was delivered by Seller and Buyer notifies Seller within thirty (30) days following such delivery, Seller shall promptly repair or replace such Delivered Unit. (f) In respect to any Units that Seller is obligated the repair or replace pursuant to this ARTICLE 7, if the estimated cost of the repair of any Unit in the reasonable determination of Buyer is over the Damage Threshold specified in Exhibit A (the “Damage Threshold”), such Unit shall be considered non-repairable and Seller shall promptly, at Seller’s expense, replace such Unit with a Unit that conforms to the Specification, this Contract and the Standards. If the estimated cost of the repair of any such Unit in the reasonable determination of Buyer is not greater than the Damage Threshold, Seller will arrange the repair of such Unit at Seller’s expense or Seller will reimburse the repair amount to Buyer if Buyer elects to have Buyer or Buyer’s designated repair shop complete the repair. The repair shall be accomplished in accordance with the Second Purchase Agreement latest Institute of International Container Lessors (“IICL”) repair guide. Buyer acknowledges that the Equipment cannot be sent back to Seller’s Plant in China; therefore, both parties agree to use their best efforts to settle the damage issues in the discharged locations. Seller shall be responsible to pay all costs for the repair, but such costs shall be limited to the costs of inspection, estimation, transportation (including mounting repaired Equipment on chassis and in no event making same available for interchange to Buyer’s motor carrier or drayman at Lender’s expensea location reasonably acceptable to Buyer), and repair of, the Equipment. (g) Subject to ARTICLE 7(h), Seller will provide up to twelve (12) calendar days of free storage after discharge of the Equipment from the ship at the destination location specified of Los Angeles/Long Beach, CA. The Buyer shall pay charges for all additional storage after the first twelve (12) calendar days. Buyer will pay such additional storage charges via wire transfer within three (3) days of Buyer’s receipt of invoice from Seller. The additional storage charge shall be as per terminal’s standard tariff. (h) Notwithstanding anything contained in this AgreementARTICLE 7(g), if the Authorized Delivery Location is other than Los Angeles/Long Beach, CA for the delivery of any Equipment, Buyer and Seller acknowledge that Seller may not be able to obtain twelve (12) calendar days of free storage for Equipment at such other Authorized Delivery Locations. Borrower agrees that Borrower Accordingly, for any Equipment delivered to Authorized Delivery Locations other than Los Angeles/Long Beach, CA, Buyer and Seller agree to negotiate the number of free storage days for Equipment at such other Authorized Delivery Locations, and Buyer shall be responsible for any storage in excess of such free storage pursuant to the payment provisions of ARTICLE 7(g) above. (i) pay At the purchase price end of each calendar month during which Units of Equipment have been discharged at port, Seller shall complete a report in respect to Units of Equipment delivered during such month in the form set forth in Exhibit E or in a form reasonably acceptable to Buyer, and deliver it by facsimile by the third working day of the Equipment succeeding month to the Supplier when due Buyer at Buyer’s address specified in accordance with the Second Purchase Agreement and take no action to cancel, terminate or default under, or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this AgreementARTICLE 15.

Delivery of Equipment. The Equipment is (a) Following the manufacture of Units and technical acceptance thereof by Buyer pursuant to be delivered on or before June 30ARTICLE 6(c), 2022 Seller shall deliver such Units at the Authorized Delivery Location by the applicable Scheduled Delivery Date (the “Final Delivered Units”). (b) Following arrival of any Delivered Units at the Authorized Delivery DateLocation pursuant to ARTICLE 7(a), Buyer shall have an opportunity to re-examine such Delivered Units to determine that they still conform to the Specification, this Contract and the Standards. If such inspection does not disclose any damages to any Delivered Units, an Equipment Interchange Receipt (“EIR”) shall be issued upon release of such Delivered Units from a discharging terminal to Buyer or Buyer’s motor carrier or drayman at the Authorized Delivery Location. Damage occurring prior to and during the lifting of any Delivered Units onto a chassis shall be Seller’s responsibility. (c) For Delivered Units which are delivered to an Authorized Delivery Location in apparent good order, Buyer’s agent shall issue an EIR for each Delivered Unit with the notation “Delivered in apparent good order.” All Delivered Units shall be considered delivered upon the earlier of (i) the execution of the EIR by Buyer’s agent, or (ii) the date payment of the Contract Price for such Units is due and payable pursuant to ARTICLE 11 below, at which time title to and risk for such Units of accepted Units of Equipment shall pass to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). (d) If, upon arrival of any Delivered Units at an Authorized Delivery Location, Buyer or Buyer’s Inspectors determine that any of the Delivered Units are damaged, Buyer will report such damage to Seller immediately and notify such damage to the terminal and Seller will repair or replace any damaged Delivered Units pursuant to ARTICLE 7(f). (e) Notwithstanding the delivery of a Delivered Unit by Seller to Buyer or issuance of an EIR for such Delivered Unit by Buyer pursuant to this ARTICLE 7, if Buyer discovers that any such Delivered Unit was damaged or otherwise did not conform to the Specification, this Contract and the Standards at the time it was delivered by Seller and Buyer notifies Seller within thirty (30) days following such delivery, Seller, at its sole cost and expense, shall promptly repair or replace such Delivered Unit. (f) In respect to any Units that Seller is obligated to repair or replace pursuant to this ARTICLE 7, if the estimated cost of the repair of any Unit in the reasonable determination of Buyer is over the Damage Threshold specified in Exhibit A (the “Damage Threshold”), such Unit shall be considered non-repairable and Seller shall promptly, at Seller’s expense, replace such Unit with a Unit that conforms to the Specification, this Contract and the Standards. If the estimated cost of the repair of any such Unit in the reasonable determination of Buyer is not greater than the Damage Threshold, Seller will arrange the repair of such Unit at Seller’s expense or Seller will reimburse the repair amount to Buyer if Buyer elects to have Buyer or Buyer’s designated repair shop complete the repair. The repair shall be accomplished in accordance with the Second Purchase Agreement latest Institute of International Container Lessors (and “IICL”) repair guide. Buyer acknowledges that the Equipment cannot be sent back to Seller’s plant in no event at Lender’s expense) China; therefore, both parties agree to use their best efforts to settle the damage issues at the Authorized Delivery Location . Seller shall be responsible to pay all costs for the repair, which shall include the costs of inspection, estimation, transportation (including mounting repaired Equipment on chassis and making same available for interchange to Buyer’s motor carrier or drayman at a location specified reasonably acceptable to Buyer), and repair of, and any other costs with respect to the repair of (including chassis costs), the Equipment. (g) Subject to ARTICLE 7(h), Seller will provide up to twelve (12) calendar days of free storage after discharge of the Equipment from the ship at the destination location of Southern California. The Buyer shall pay charges for all additional storage after the first twelve (12) calendar days. Buyer will pay such additional storage charges via wire transfer within ten (10) days of Buyer’s receipt of invoice from Seller. The additional storage charge shall be as per the terminal’s standard tariff. (h) Notwithstanding anything contained in this AgreementARTICLE 7(g), if the Authorized Delivery Location is other than Southern California for the delivery of any Equipment, Buyer and Seller acknowledge that Seller may not be able to obtain twelve (12) calendar days of free storage for Equipment at such other Authorized Delivery Locations. Borrower agrees that Borrower Accordingly, for any Equipment delivered to Authorized Delivery Locations other than Southern California, Buyer and Seller agree to negotiate the number of free storage days for Equipment at such other Authorized Delivery Locations, and Buyer shall be responsible for any storage in excess of such free storage pursuant to the payment provisions of ARTICLE 7(g) above. (i) pay At the purchase price end of each calendar month during which Units of Equipment have been discharged at port, Seller shall complete a report in respect to Units of Equipment delivered during such month in the form set forth in Exhibit E or in a form reasonably acceptable to Buyer, and deliver it by facsimile by the third working day of the Equipment succeeding month to the Supplier when due Buyer at Buyer’s address specified in accordance with the Second Purchase Agreement and take no action to cancel, terminate or default under, or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this AgreementARTICLE 17.

Delivery of Equipment. The Equipment is (a) Following the manufacture of Units and technical acceptance thereof by Buyer pursuant to ARTICLE 6(c), Seller shall ship such Units to the Authorized Delivery Location for delivery to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). Notwithstanding anything to the contrary contained in this Contract, title to each of the Units to be delivered on to Buyer (or its assignee) at the Authorized Delivery Location shall transfer to Buyer (or its assignee) automatically and without further action at such time as each such Unit is loaded onto a vessel at the port in China for shipment to Buyer, and in any event before June the vessel carrying such Unit leaves the territorial waters of China. Subject to the terms of this ARTICLE 7, Seller shall transfer physical possession of the Units to Buyer (or its assignee) at the Authorized Delivery location by the applicable Scheduled Delivery Date (Units so transferred, the “Delivered Units”). (b) Following arrival of any Units described in ARTICLE 7(a) at the Authorized Delivery Location, Buyer shall have an opportunity to re-examine such Units to determine that they still conform to the Specification, this Contract and the Standards. If such inspection does not disclose any damages to any of the Units, an Equipment Interchange Receipt (“EIR”) shall be issued upon release of such Units from a discharging terminal to Buyer or Buyer’s motor carrier or drayman at the Authorized Delivery Location. Damage occurring prior to and during the lifting of any Delivered Units onto a chassis shall be Seller’s responsibility. (c) For Units which are delivered to an Authorized Delivery Location in apparent good order, Buyer’s agent shall issue an EIR for each Delivered Unit with the notation “Delivered in apparent good order.” All Delivered Units shall be considered delivered upon the earlier of (i) the execution of the EIR by Buyer’s agent, or (ii) the date payment of the Contract Price for such Units is due and payable pursuant to ARTICLE 11 below, at which time risk for such Units of accepted Units of Equipment shall pass to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). (d) If, upon arrival of any Units at an Authorized Delivery Location, Buyer or Buyer’s Inspectors determine that any of the Units are damaged, Buyer will report such damage to Seller immediately and notify such damage to the terminal and Seller will repair or replace any damaged Units pursuant to ARTICLE 7(f). In the event Seller chooses or is required to replace any damaged Unit under this Contract, the prior transfer of title to such damaged Unit pursuant to clause (a) hereof shall be rescinded and title to such damaged Unit shall automatically revert to Seller without any recourse to, or warranty of, Buyer. In such case, Buyer shall have no right, title or interest of any kind to any damaged Unit to be replaced by Seller pursuant to this clause (d). (e) Notwithstanding the delivery of a Delivered Unit by Seller to Buyer or issuance of an EIR for such Delivered Unit by Buyer pursuant to this ARTICLE 7, if Buyer discovers that any such Delivered Unit was damaged or otherwise did not conform to the Specification, this Contract and the Standards at the time it was delivered by Seller and Buyer notifies Seller within thirty (30) days following such delivery, 2022 Seller, at its sole cost and expense, shall promptly repair or replace such Delivered Unit. Upon a determination pursuant to clause (f) hereof that a Unit is non-repairable and, therefore must be replaced, the prior transfer of title to such Unit shall be rescinded and title shall automatically revert to Seller, without any recourse to, or warranty of, Buyer. In such case, Buyer shall have no right, title or interest of any kind to any damaged Unit to be replaced by Seller pursuant to this clause (e). (f) In respect to any Units that Seller is obligated to repair or replace pursuant to this ARTICLE 7, if the estimated cost of the repair of any Unit in the reasonable determination of Buyer is over the Damage Threshold specified in Exhibit A (the “Final Delivery DateDamage Threshold”) ), such Unit shall be considered non-repairable and Seller shall promptly, at Seller’s expense, replace such Unit with a Unit that conforms to the Specification, this Contract and the Standards. If the estimated cost of the repair of any such Unit in the reasonable determination of Buyer is not greater than the Damage Threshold, Seller will arrange the repair of such Unit at Seller’s expense or Seller will reimburse the repair amount to Buyer if Buyer elects to have Buyer or Buyer’s designated repair shop complete the repair. The repair shall be accomplished in accordance with the Second Purchase Agreement latest Institute of International Container Lessors (and “IICL”) repair guide. Buyer acknowledges that the Equipment cannot be sent back to Seller’s plant in no event at Lender’s expense) China; therefore, both parties agree to use their best efforts to settle the damage issues at the Authorized Delivery Location. Seller shall be responsible to pay all costs for the repair, which shall include the costs of inspection, estimation, transportation (including mounting repaired Equipment on chassis and making same available for interchange to Buyer’s motor carrier or drayman at a location specified in this Agreement. Borrower agrees that Borrower shall reasonably acceptable to Buyer), and repair of, and any other costs with respect to the repair of (iincluding chassis costs), the Equipment. (g) pay the purchase price Subject to ARTICLE 7(h), Seller will provide free storage after discharge of the Equipment to from the Supplier when due ship at the destination location of Southern California in accordance with the Second Purchase Agreement and take no action terminal’s standard free storage days. The Buyer shall pay charges for all additional storage after these standard free storage days. Buyer will pay such additional storage charges via wire transfer within ten (10) days of Buyer’s receipt of invoice from Seller. The additional storage charge shall be as per the terminal’s standard tariff. Should Buyer be unable to cancelpickup the Equipment at the destination location due to an event caused solely by Seller or by the occurrence of an event of delay beyond the control of Buyer which Buyer is unable to prevent through the exercise of due diligence, terminate which delay is attributable to (i) acts of God (other than ordinary storms or default underordinary inclement weather conditions), earthquakes, lightning or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, flood; (ii) promptly notify Lender by email explosions, fire or otherwise in writing vandalism, provided such explosion, fire or vandalism did not result from the gross negligence or willful misconduct of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and Seller; or (iii) promptly notify Lender when Borrower strikes or other similar industrial disturbances (not including any strikes or industrial disturbances resulting from unilateral changes made by Seller or its affiliated companies), riots, insurrections, war, sabotage, blockages or embargoes, and epidemics, then the parties agree to confer and share equally the additional storage expense. (h) Notwithstanding anything contained in ARTICLE 7(g), if the Authorized Delivery Location is given a date other than Southern California for the delivery of each item any Equipment, Buyer and Seller acknowledge that Seller may not be able to obtain twelve (12) calendar days of Equipmentfree storage for Equipment at such other Authorized Delivery Locations. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. IfAccordingly, for any reason whatsoeverEquipment delivered to Authorized Delivery Locations other than Southern California, Buyer and Seller agree to negotiate the number of free storage days for Equipment at such other Authorized Delivery Locations, and Buyer shall be responsible for any storage in excess of such free storage pursuant to the payment provisions of ARTICLE 7(g) above. (i) At the end of each calendar month during which Units of Equipment have been discharged at port, Seller shall complete a report in respect to Units of Equipment delivered during such month in the form set forth in Exhibit E or in a form reasonably acceptable to Buyer, and deliver it by facsimile by the third working day of the Equipment (the “Undelivered Equipment”) has not been delivered succeeding month to or, if delivered, has not been accepted by Borrower as provided Buyer at Buyer’s address specified in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this AgreementARTICLE 17.

Delivery of Equipment. The Equipment is (a) Following the manufacture of Units and technical acceptance thereof by Buyer pursuant to ARTICLE 6(c), Seller shall ship such Units to the Authorized Delivery Location for delivery to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). Notwithstanding anything to the contrary contained in this Contract, title to each of the Units to be delivered to Buyer (or its assignee) at the Authorized Delivery Location shall transfer to Buyer (or its assignee) automatically and without further action at such time as each such Unit is loaded onto a vessel at the port in China for shipment to Buyer, and in any event before the vessel carrying such Unit leaves the territorial waters of China. Subject to the terms of this ARTICLE 7, Seller shall transfer physical possession of the Units to Buyer (or its assignee) at the Authorized Delivery location by the applicable Scheduled Delivery Date (Units so transferred, the “Delivered Units”). (b) Following arrival of any Units described in ARTICLE 7(a) at the Authorized Delivery Location, Buyer shall have an opportunity to re-examine such Units to determine that they still conform to the Specification, this Contract and the Standards. If such inspection does not disclose any damages to any of the Units, an Equipment Interchange Receipt (“EIR”) shall be issued upon release of such Units from a discharging terminal to Buyer or Buyer’s motor carrier or drayman at the Authorized Delivery Location. Damage occurring prior to and during the lifting of any Delivered Units onto a chassis shall be Seller’s responsibility. (c) For Units which are delivered to an Authorized Delivery Location in apparent good order, Buyer’s agent shall issue an EIR for each Delivered Unit with the notation “Delivered in apparent good order.” All Delivered Units shall be considered delivered upon the earlier of (i) the execution of the EIR by Buyer’s agent, or (ii) the date payment of the Contract Price for such Units is due and payable pursuant to ARTICLE 11 below, at which time risk for such accepted Units of Equipment shall pass to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). Certain terms with respect to Units loaded with freight are set forth on Exhibit A. (d) If, upon Units being made available to Buyer at an Authorized Delivery Location, Buyer or before June Buyer’s Inspectors determine that any of the Units are damaged, Buyer will report such damage to Seller immediately and notify such damage to the terminal and Seller will repair or replace any damaged Units pursuant to ARTICLE 7(f). In the event Seller chooses or is required to replace any damaged Unit under this Contract, the prior transfer of title to such damaged Unit pursuant to clause (a) hereof shall be rescinded and title to such damaged Unit shall automatically revert to Seller without any recourse to, or warranty of, Buyer. In such case, Buyer shall have no right, title or interest of any kind to any damaged Unit to be replaced by Seller pursuant to this clause (d). (e) Notwithstanding the delivery of a Delivered Unit by Seller to Buyer or issuance of an EIR for such Delivered Unit by Buyer pursuant to this ARTICLE 7, if Buyer discovers that any such Delivered Unit was damaged or otherwise did not conform to the Specification, this Contract and the Standards at the time it was delivered by Seller and Buyer notifies Seller within thirty (30) days following such delivery, 2022 Seller, at its sole cost and expense, shall promptly repair or replace such Delivered Unit. Upon a determination pursuant to clause (f) hereof that a Unit is non-repairable and, therefore must be replaced, the prior transfer of title to such Unit shall be rescinded and title shall automatically revert to Seller, without any recourse to, or warranty of, Buyer. In such case, Buyer shall have no right, title or interest of any kind to any damaged Unit to be replaced by Seller pursuant to this clause (e). (f) In respect to any Units that Seller is obligated to repair or replace pursuant to this ARTICLE 7, if the estimated cost of the repair of any Unit in the reasonable determination of Buyer is over the Damage Threshold specified in Exhibit A (the “Final Delivery DateDamage Threshold”) ), such Unit shall be considered non-repairable and Seller shall promptly, at Seller’s expense, replace such Unit with a Unit that conforms to the Specification, this Contract and the Standards. If the estimated cost of the repair of any such Unit in the reasonable determination of Buyer is not greater than the Damage Threshold, Seller will arrange the repair of such Unit at Seller’s expense or Seller will reimburse the repair amount to Buyer if Buyer elects to have Buyer or Buyer’s designated repair shop complete the repair. The repair shall be accomplished in accordance with the Second Purchase Agreement latest Institute of International Container Lessors (and “IICL”) repair guide. Buyer acknowledges that the Equipment cannot be sent back to Seller’s plant in no event at Lender’s expense) China; therefore, both parties agree to use their best efforts to settle the damage issues at the Authorized Delivery Location. Seller shall be responsible to pay all costs for the repair, which shall include the costs of inspection, estimation, transportation (including mounting repaired Equipment on chassis and making same available for interchange to Buyer’s motor carrier or drayman at a location specified in this Agreement. Borrower agrees that Borrower shall reasonably acceptable to Buyer), and repair of, and any other reasonable costs with respect to the repair of (iincluding chassis costs), the Equipment. (g) pay the purchase price Subject to ARTICLE 7(h), Seller will provide free storage after discharge of the Equipment to from the Supplier when due ship at the destination location of Southern California in accordance with the Second Purchase Agreement and take no action terminal’s standard free storage days. The Buyer shall pay charges for all additional storage after these standard free storage days. Buyer will pay such additional storage charges via wire transfer within ten (10) days of Buyer’s receipt of invoice from Seller. The additional storage charge shall be as per the terminal’s standard tariff. Should Buyer be unable to cancelpickup the Equipment at the destination location due to an event caused solely by Seller or by the occurrence of an event of delay beyond the control of Buyer which Buyer is unable to prevent through the exercise of due diligence, terminate which delay is attributable to (i) acts of God (other than ordinary storms or default underordinary inclement weather conditions), earthquakes, lightning or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, flood; (ii) promptly notify Lender by email explosions, fire or otherwise in writing vandalism, provided such explosion, fire or vandalism did not result from the gross negligence or willful misconduct of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and Seller; or (iii) promptly notify Lender when Borrower strikes or other similar industrial disturbances (not including any strikes or industrial disturbances resulting from unilateral changes made by Seller or its affiliated companies), riots, insurrections, war, sabotage, blockages or embargoes, and epidemics, then the parties agree to confer and share equally the additional storage expense. (h) Notwithstanding anything contained in ARTICLE 7(g), if the Authorized Delivery Location is given a date other than Southern California for the delivery of each item any Equipment, Buyer and Seller acknowledge that Seller may not be able to obtain the same number of Equipmentdays of free storage for Equipment at such other Authorized Delivery Locations. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. IfAccordingly, for any reason whatsoeverEquipment delivered to Authorized Delivery Locations other than Southern California, Buyer and Seller agree to negotiate the number of free storage days for Equipment at such other Authorized Delivery Locations, and Buyer shall be responsible for any storage in excess of such free storage pursuant to the payment provisions of ARTICLE 7(g) above. (i) At the end of each calendar month during which Units of Equipment have been discharged at port, Seller shall complete a report in respect to Units of Equipment delivered during such month in the form set forth in Exhibit E or in a form reasonably acceptable to Buyer, and deliver it by facsimile by the third working day of the Equipment (the “Undelivered Equipment”) has not been delivered succeeding month to or, if delivered, has not been accepted by Borrower as provided Buyer at Buyer’s address specified in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this AgreementARTICLE 17.

Delivery of Equipment. At Message Sign Hire’s sole discretion delivery of the Equipment shall take place when: The Client takes possession of the Equipment is at Message Sign Hire’s address; or The Client takes possession of the Equipment at the Client’s address; or Message Sign Hire’s nominated xxxxxxx takes possession of the Equipment in which event the carrier shall be deemed to be delivered on Message Sign Hire’s agent and risk for the Equipment does not pass until the Client takes possession of the Equipment at the Client’s address; or before June 30, 2022 (The Client’s nominated carrier takes possession of the “Final Equipment in which event the carrier shall be deemed to be the Client’s agent. At Message Sign Hire’s sole discretion the costs of Delivery Date”) are: Included in the Price; or Are in addition to the Price; or Are for the Client’s account. The Client shall make all arrangement necessary to take delivery of the Equipment whenever it is tendered for delivery. In the event that the Client is unable to take delivery of the Equipment as arranged then Message Sign Hire shall be entitled to charge a reasonable fee for redelivery. Message Sign Hire may deliver the Equipment by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the Second Purchase Agreement (provisions in these terms and in no event at Lender’s expense) at the location specified in this Agreementconditions. Borrower agrees that Borrower shall (i) pay the purchase price Delivery of the Equipment to a third party nominated by the Supplier when Client is deemed to be delivery to the Client for the purposes of this agreement. The Client shall be responsible for free access by Message Sign Hire to the site on which the equipment is located. If there are any delays due in accordance to free access not being available then the Client shall be responsible and shall reimburse Message Sign Hire for all lost hire fees associated with the Second Purchase Agreement Equipment being unavailable. The Client shall also be responsible for all other expenses and take no action costs incurred by Message Sign Hire due to cancel, terminate delays in access to the Equipment. The off-hire receipt will be issues when the Equipment is picked up by Message Sign Hire or default underreturned to Message Sign Hire’s premises. The failure of Message Sign Hire to deliver shall not entitle either party to treat this contract as repudiated. Message Sign Hire shall not be liable for any lost or damage whatever due to failure by Message Sign Hire to deliver the Equipment (or any of it) promptly, or enter into any amendment or modification at all, where due to circumstances beyond the control of Message Sign Hire. Message Sign Hire retains property of the equipment nonetheless all risk for the Equipment passes to the Second Purchase Agreement which could reasonably be expected Client on delivery. The Client accepts full responsibility for the safekeeping of the Equipment and indemnifies Message Sign Hire for all loss, theft, or damage to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing the Equipment howsoever caused and without limiting the generality of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, the foregoing whether or not such loss, theft, or damage is attributable to any negligence, failure, or omission of the Client. The Client accepts full responsibility for and shall keep Message Sign Hire indemnified against all liability in respect of all actions, proceedings, claims, damages, costs and expenses in respect of any injury to persons or damage to property arising out of the use of the Equipment has been delivered during the hire period however arising and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability whether or not arising from any negligence, failure or omissions of the Equipment. Borrower is not entitled to Client or any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this Agreementother persons.

Delivery of Equipment. The Equipment is (a) Following the manufacture of Units and technical acceptance thereof by Buyer pursuant to be delivered on or before June 30ARTICLE 6(c), 2022 Seller shall deliver such Units to one of Buyer's Depots at the agreed Authorized Delivery Location specified in Exhibit A (the “Final "Authorized Delivery Date”Location") by the Scheduled Delivery Dates specified in the Delivery Schedule (the "Delivered Units"). (b) Following arrival of any Delivered Units at an agreed Authorized Delivery Location pursuant to ARTICLE 7(a), Buyer shall have an opportunity to re-examine such Delivered Units to determine that they still conform to the Specification, this Contract and the Standards. If such inspection does not disclose any obvious damages to any Delivered Units, an Equipment Interchange Receipt ("EIR") shall be issued upon release of such Delivered Units from a discharging terminal to Buyer or Buyer's motor carrier or drayman at the agreed Authorized Delivery Location. Damage occurring prior to and during the lifting of any Delivered Units onto a chassis shall be Seller's responsibility. (c) For Delivered Units which are delivered to an agreed Authorized Delivery Location in apparent good order, Buyer's agent shall issue an EIR for each Delivered Unit with the notation "Delivered in apparent good order." All Delivered Units shall be considered delivered upon the earlier of (i) the execution of the EIR by Buyer's agent, or (ii) the date payment of the Contract Price for such Units is due and payable pursuant to ARTICLE 18 below, at which time title to and risk for such Units of accepted Equipment shall pass to Buyer (or Buyer's assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). (d) If, upon arrival of any Delivered Units at an agreed Authorized Delivery Location, Buyer or Buyer's Inspectors determine that any of the Delivered Units are damaged, Buyer will report such damage to Seller immediately and notify such damage to the terminal and Seller will repair or replace any damaged Delivered Units pursuant to ARTICLE 7(f). (e) Notwithstanding the delivery of a Delivered Unit by Seller to Buyer or issuance of an EIR for such Delivered Unit by Buyer pursuant to this ARTICLE 7, if Buyer discovers that any such Delivered Unit was damaged or otherwise did not conform to the Specification, this Contract and the Standards at the time it was delivered by Seller and Buyer notifies Seller within thirty (30) days following such delivery, Seller shall promptly repair or replace such Delivered Unit. (f) In respect to any Units that Seller is obligated the repair or replace pursuant to this ARTICLE 7, if the estimated cost of the repair of any Unit in the reasonable determination of Buyer is over the Damage Threshold specified in Exhibit A (the "Damage Threshold"), such Unit shall be considered non-repairable and Seller shall promptly, at Seller's expense, replace such Unit with a Unit that conforms to the Specification, this Contract and the Standards. If the estimated cost of the repair of any such Unit in the reasonable determination of Buyer is not greater than the Damage Threshold, Seller will arrange the repair of such Unit at Seller's expense or Seller will reimburse the repair amount to Buyer if Buyer elects to have Buyer or Buyer's designated repair shop complete the repair. The repair shall be accomplished in accordance with the Second Purchase Agreement latest Institute of International Container Lessors ("IICL") repair guide. Buyer acknowledges that the Equipment cannot be sent back to Seller's plant in China; therefore, both parties agree to use their best efforts to settle the damage issues in the discharged locations. Seller shall be responsible to pay all costs for the repair, but such costs shall be limited to the costs of inspection, estimation, transportation (including mounting repaired Equipment on chassis and in no event making same available for interchange to Buyer's motor carrier or drayman at Lender’s expensea location reasonably acceptable to Buyer), and repair of, the Equipment. (g) Subject to ARTICLE 7(h), Seller will provide up to twelve (12) calendar days of free storage after discharge of the Equipment from the ship at the destination location specified of Los Angeles/Long Beach, CA. The Buyer shall pay charges for all additional storage after the first twelve (12) calendar days. Buyer will pay such additional storage charges via wire transfer within three (3) days of Buyer's receipt of invoice from Seller. The additional storage charge shall be as per terminal's standard tariff. (h) Notwithstanding anything contained in this AgreementARTICLE 7(g), if the Authorized Delivery Location is other than Los Angeles/Long Beach, CA for the delivery of any Equipment, Buyer and Seller acknowledge that Seller may not be able to obtain twelve (12) calendar days of free storage for Equipment at such other Authorized Delivery Locations. Borrower agrees that Borrower Accordingly, for any Equipment delivered to Authorized Delivery Locations other than Los Angeles/Long Beach, CA, Buyer and Seller agree to negotiate the number of free storage days for Equipment at such other Authorized Delivery Locations, and Buyer shall be responsible for any storage in excess of such free storage pursuant to the payment provisions of ARTICLE 7(g) above. (i) pay At the purchase price end of each calendar month during which Units of Equipment have been discharged at port, Seller shall complete a report in respect to Units of Equipment delivered during such month in the form set forth in Exhibit E or in a form reasonably acceptable to Buyer, and deliver it by facsimile by the third working day of the Equipment succeeding month to the Supplier when due Buyer at Buyer's address specified in accordance with the Second Purchase Agreement and take no action to cancel, terminate or default under, or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this AgreementARTICLE 15.

Delivery of Equipment. The Equipment is (a) Following the manufacture of Units and technical acceptance thereof by Buyer pursuant to be delivered on or before June 30ARTICLE 6(c), 2022 Seller shall deliver such Units to one of Buyer’s Depots at the agreed Authorized Delivery Location specified in Exhibit A (the “Final Authorized Delivery DateLocation”) by the Scheduled Delivery Dates specified in the Delivery Schedule (the “Delivered Units”). (b) Following arrival of any Delivered Units at an agreed Authorized Delivery Location pursuant to ARTICLE 7(a), Buyer shall have an opportunity to re-examine such Delivered Units to determine that they still conform to the Specification, this Contract and the Standards. If such inspection does not disclose any obvious damages to any Delivered Units, an Equipment Interchange Receipt (“EIR”) shall be issued upon release of such Delivered Units from a discharging terminal to Buyer or Buyer’s motor carrier or drayman at the agreed Authorized Delivery Location. Damage occurring prior to and during the lifting of any Delivered Units onto a chassis shall be Seller’s responsibility. (c) For Delivered Units which are delivered to an agreed Authorized Delivery Location in apparent good order, Buyer’s agent shall issue an EIR for each Delivered Unit with the notation “Delivered in apparent good order.” All Delivered Units shall be considered delivered upon the earlier of (i) the execution of the EIR by Buyer’s agent, or (ii) the date payment of the Contract Price for such Units is due and payable pursuant to ARTICLE 18 below, at which time title to and risk for such Units of accepted Equipment shall pass to Buyer (or Buyer’s assignee if Buyer shall have assigned its rights under this Contract in respect to such Units of Equipment). (d) If, upon arrival of any Delivered Units at an agreed Authorized Delivery Location, Buyer or Buyer’s Inspectors determine that any of the Delivered Units are damaged, Buyer will report such damage to Seller immediately and notify such damage to the terminal and Seller will repair or replace any damaged Delivered Units pursuant to ARTICLE 7(f). (e) Notwithstanding the delivery of a Delivered Unit by Seller to Buyer or issuance of an EIR for such Delivered Unit by Buyer pursuant to this ARTICLE 7, if Buyer discovers that any such Delivered Unit was damaged or otherwise did not conform to the Specification, this Contract and the Standards at the time it was delivered by Seller and Buyer notifies Seller within thirty (30) days following such delivery, Seller shall promptly repair or replace such Delivered Unit. (f) In respect to any Units that Seller is obligated the repair or replace pursuant to this ARTICLE 7, if the estimated cost of the repair of any Unit in the reasonable determination of Buyer is over the Damage Threshold specified in Exhibit A (the “Damage Threshold”), such Unit shall be considered non-repairable and Seller shall promptly, at Seller’s expense, replace such Unit with a Unit that conforms to the Specification, this Contract and the Standards. If the estimated cost of the repair of any such Unit in the reasonable determination of Buyer is not greater than the Damage Threshold, Seller will arrange the repair of such Unit at Seller’s expense or Seller will reimburse the repair amount to Buyer if Buyer elects to have Buyer or Buyer’s designated repair shop complete the repair. The repair shall be accomplished in accordance with the Second Purchase Agreement latest Institute of International Container Lessors (“IICL”) repair guide. Buyer acknowledges that the Equipment cannot be sent back to Seller’s plant in China; therefore, both parties agree to use their best efforts to settle the damage issues in the discharged locations. Seller shall be responsible to pay all costs for the repair, but such costs shall be limited to the costs of inspection, estimation, transportation (including mounting repaired Equipment on chassis and in no event making same available for interchange to Buyer’s motor carrier or drayman at Lender’s expensea location reasonably acceptable to Buyer), and repair of, the Equipment. (g) Subject to ARTICLE 7(h), Seller will provide up to twelve (12) calendar days of free storage after discharge of the Equipment from the ship at the destination location specified of Los Angeles/Long Beach, CA. The Buyer shall pay charges for all additional storage after the first twelve (12) calendar days. Buyer will pay such additional storage charges via wire transfer within three (3) days of Buyer’s receipt of invoice from Seller. The additional storage charge shall be as per terminal’s standard tariff. (h) Notwithstanding anything contained in this AgreementARTICLE 7(g), if the Authorized Delivery Location is other than Los Angeles/Long Beach, CA for the delivery of any Equipment, Buyer and Seller acknowledge that Seller may not be able to obtain twelve (12) calendar days of free storage for Equipment at such other Authorized Delivery Locations. Borrower agrees that Borrower Accordingly, for any Equipment delivered to Authorized Delivery Locations other than Los Angeles/Long Beach, CA, Buyer and Seller agree to negotiate the number of free storage days for Equipment at such other Authorized Delivery Locations, and Buyer shall be responsible for any storage in excess of such free storage pursuant to the payment provisions of ARTICLE 7(g) above. (i) pay At the purchase price end of each calendar month during which Units of Equipment have been discharged at port, Seller shall complete a report in respect to Units of Equipment delivered during such month in the form set forth in Exhibit E or in a form reasonably acceptable to Buyer, and deliver it by facsimile by the third working day of the Equipment succeeding month to the Supplier when due Buyer at Buyer’s address specified in accordance with the Second Purchase Agreement and take no action to cancel, terminate or default under, or enter into any amendment or modification to the Second Purchase Agreement which could reasonably be expected to adversely affect Lender, (ii) promptly notify Lender by email or otherwise in writing of such payment, furnishing evidence satisfactory to Lender on Lender’s request, and (iii) promptly notify Lender when Borrower is given a date for delivery of each item of Equipment. Borrower’s obligation to make Payments under this Agreement shall commence upon execution of this Agreement, whether or not any of the Equipment has been delivered and accepted. Borrower assumes the risk of delivery of Equipment and the acceptability of the Equipment. Borrower is not entitled to any refund or rebate of Payments made to Lender for any reason, including failure of Supplier to deliver Equipment by the Final Delivery Date. If, for any reason whatsoever, any of the Equipment (the “Undelivered Equipment”) has not been delivered to or, if delivered, has not been accepted by Borrower as provided in this Agreement on or before the Final Delivery Date, Borrower shall, upon demand by Lender, repay to Lender that portion of the Amount Financed with respect to such Undelivered Equipment together with all accrued and unpaid interest and fees, less the principal portion of any amounts previously paid to Lender with respect to advances made relating to the Undelivered Equipment, as calculated by Lender. Borrower’s failure to comply with the foregoing shall be an Event of Default under this AgreementARTICLE 15.