TOOLING BAILMENT AGREEMENT
Last Revised 12/22/2014
concluded between
Bosch Automotive Service Solutions Inc.
28635 Mound Road
Warren, MI 48092
- Hereinafter referred to as "Bosch" and
<insert name of Bailee>
<insert Bailee address>
<insert Bailee address>
<insert Bailee address>
<insert Bailee address>
- Hereinafter referred to as "Bailee" -
1.
Subject matter of the Contract
Each item of tooling and/or equipment (the "Equipment") listed on the attached Exhibit A to this Tooling
Bailment Agreement (the "Agreement"), shall be held by Bailee as Bosch's bailee at will pursuant to the
terms of this Agreement. Bailee shall only use the Equipment for the purpose of manufacturing products
(the "Supplies") for Bosch pursuant to corporate agreements, purchase orders, scheduling agreements
and/or other contracting documents issued by Bosch (collectively the "Supply Agreement"). Bailee shall
not turn over possession of the Equipment to any third party without Bosch's prior written consent.
2.
Bailment, Ownership, Term, Right to Possession
2.1
Bailee at Will. Bailee will hold the Equipment as Bosch's bailee at will. Bailee's rights in and to the
Equipment will be solely to retain possession of the Equipment and to use the Equipment in the
performance of Bailee's obligations under the Supply Agreement unless otherwise directed in writing by
Bosch.
2.2
Ownership.
2.2.1 Title. Subject to Bailee's limited right of possession as provided in this Agreement, Bailee shall have no
rights in or to the Equipment whatsoever and, as between Bosch and Bailee, Bosch shall retain all right,
title and interest in and to the Equipment.
2.2.2 Equipment provided by Bosch. If the Equipment is in Bosch’s possession, Bosch shall, at its own
expense, transport and deliver the Equipment to Bailee.
2.2.3 Equipment manufactured by Bailee. If the Equipment is manufactured by Bailee or by a supplier at
Bailee’s direction: (a) Bailee agrees that the Equipment is being manufactured on behalf of and for the
account of Bosch; and (b) once completed, title to the Equipment automatically vests with Bosch and
Bailee will have possession of the Equipment as Bosch's bailee at will.
2.3
Term and termination.
2.3.1 The term of this Agreement commences on the "Effective Date" (defined in Section 10 below) and
continues for the term of the Supply Agreement between Bosch and Bailee, except that Bosch shall have
the right to terminate this Agreement at any time, with our without reason, upon thirty (30) days prior
written notice to Bailee. This Agreement and the right to terminate this Agreement shall be independent
of Bosch's rights to terminate the Supply Agreement or other relationship between Bosch and Bailee.
2.3.2 This Agreement shall be terminated automatically without separate notice if one of the following occurs:
(a) Bosch terminates the Supply Agreement; (b) Bailee is unable to pay its liabilities when due, makes
any assignment for the benefit of creditors, files for or seeks protection under Chapters 7, 11 or 13 of Title
11 of the United States Code; (c) is declared or adjudged a bankrupt or insolvent; (d) has cumulative
Bosch Tooling Bailment Agreement – AA-AS
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liabilities in excess of its assets; (e) seeks protection under any state credit laws; or (f) assigns all or a
portion of its assets for the benefit of creditors.
2.4
Termination and Return of Assets. Upon termination of this Agreement for any reason, Bailee shall have
no further rights in and to the Equipment and Bosch shall have the unrestricted right to immediate
possession of the Equipment without further notice or a court hearing. Bailee agrees to fully cooperate
with Bosch in Bosch's taking possession of the Equipment when Bosch requests that Bailee surrender
possession of the Equipment, including, but not limited to, facilitating and consenting to Bosch's
immediate access to Bailee's premises. Bailee shall do so whether Bosch is in default in payment or
performance of any obligation of Bosch to Bailee. If directed to by Bosch, Bailee shall, at Bailee's
expense and, within ten (10) days from the date(s) of termination of the Agreement (or such time as
Bosch may direct), properly de-install, crate and return the Equipment to Bosch at any location specified
by Bosch free of all advertising or insignia placed thereon by Bailee, and free and clear of all mortgages,
liens, security interests, charges encumbrances and claims related to the Bailee or Bailee's possession of
the Equipment and in the same operating order, repair, condition and appearance as when received,
except for ordinary wear and tear. If the termination was not for cause, Bosch will reimburse Bailee for all
reasonable and necessary expenses incurred in cleaning, de-installing, packing and returning the
Equipment, including all freight charges, provided that the expenses have been pre-approved by Bosch.
2.5
Right to Injunctive Relief. If Bailee impedes Bosch's right to possession of the Equipment in any manner
whatsoever and Bosch files a proceeding to gain possession, in connection with any action or proceeding
brought by Bosch to enforce its rights hereunder, Bailee acknowledges that Bosch shall not have an
adequate remedy at law, that the Equipment is unique and that Bosch shall be entitled to specific
performance of Bailee's obligations under this Agreement. Bailee acknowledges and agrees that Bosch
shall incur significant damages if Bailee fails to timely satisfy its obligations to Bosch and Bosch's
assembly plant operations and those of Bosch's customers shall be negatively impacted. Because Bosch
does not have an adequate remedy at law and would be irreparably harmed by such events, Bailee
agrees that Bosch shall be entitled to injunctive relief (both prohibitive and mandatory), including but not
limited to requesting a temporary restraining order or claim and delivery, in connection with any violations
by Bailee of any terms or conditions of this Agreement. Bailee acknowledges that Bosch shall suffer
irreparable harm if Bosch invokes its rights hereunder and Bailee fails to cooperate with Bosch in allowing
Bosch to exercise the rights provided to it under this Agreement. Accordingly, provided that Bailee
receives at least twenty-four (24) hours actual notice of any request for hearings in connection with
proceedings instituted by Bosch, Bailee hereby waives, to the fullest extent possible under applicable law,
the right to notice in excess of twenty-four (24) hours in connection with any judicial proceedings instituted
by Bosch to enforce the rights provided to it under this Agreement. Bailee shall pay for attorney fees and
costs incurred by Bosch in connection with such proceeding.
3.
Use, Maintenance
3.1
Use and Preservation. Bailee agrees to preserve and maintain the Equipment in a careful and proper
manner at Bailee's cost and expense and to comply with instructions from Bosch as well as all applicable
laws and regulations in such preservation and maintenance. Bailee agrees to use the Equipment for the
sole and exclusive benefit of Bosch in the performance of Bailee's obligations under the Supply
Agreement, and for no other purpose without the prior written consent of Bosch. Bailee agrees to operate
the Equipment in compliance with all health and safety regulations, within its rated capacity, restrict the
use and operation to safe, careful and qualified personnel who are selected, employed and controlled by
Bailee and prohibit anyone other than duly authorized personnel of Bailee to make any repairs or
adjustments to the Equipment, unless otherwise previously authorized in writing by Bosch.
3.2
Identification and Segregation. Bailee agrees to place and maintain conspicuous markings and
identifications on the Equipment showing that Bosch holds all right, title and interest in the Equipment,
with the Equipment marked at a minimum with the words, "PROPERTY OF BOSCH AUTOMOTIVE
SERVICE SOLUTIONS" Bailee agrees to keep the Equipment free from any other markings or labeling
which might be interpreted as a claim of ownership of a party other than Bosch, unless the removal of the
markings or labeling of a third party violates any applicable law. Bailee will segregate the Equipment from
Bailee's own assets and Bailee will not commingle the Equipment with any of Bailee's property or any
property owned by third parties. Bailee shall use its best efforts to obtain the signature of each of its
secured lender's on the Lender Acknowledgment and Consent attached as Exhibit C to this Agreement.
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3.3
Taxes. Bailee shall pay, before they become delinquent, all taxes and assessments upon the Equipment
or for its use or operation, and pay and perform when due all indebtedness and obligations under all
leases, land contracts or other agreements under which Bailee has possession of real property upon
which the Equipment is at any time located and under any mortgage that at any time covers the real
property.
3.4
Location and Right to Inspect. Upon request from Bosch at any time and from time-to-time during the
term of this Agreement including, at Bosch's option, prior to the final tooling payment by Bosch, Bailee
shall specifically identify in writing the location of the Equipment (with such writings identifying the
Equipment locations automatically incorporated as additional exhibits to this Agreement). Bailee shall
not, without Bosch's prior written consent, remove the Equipment from the identified location. At all times
during normal business hours, upon reasonable advance notice, Bosch shall have the right to enter the
premises where the Equipment is located for purposes of inspecting the Equipment.
3.5
Continuity of Supply. Bailee acknowledges that, in a tiered supply chain, the manufacture and sale of
Supplies by Bailee to Bosch is essential for Bosch’s performance of its contract with Bosch’s customer.
Accordingly, in the event of a termination, breach or anticipatory breach of the Supply Agreement for any
reason and, on account of the breach, the continuous manufacture and delivery of the Supplies is
immediately threatened, Bailee hereby grants Bosch the right to access the Equipment and Bailee’s
property in Bailee’s manufacturing facility on 24 x 7 x 365 basis to do one of the following, at Bosch’s
option: (a) enable Bosch’s employees and/or designated representatives to use the Equipment and
Bailee’s property to manufacture and obtain sufficient quantity of the Supplies to meet Bosch’s obligations
to Bosch’s customer; (b) hire Bailee’s employees (at Bailee’s cost and expense subject to Bosch’s right to
recover such expenses under the Supply Relationship) to use the Equipment and Bailee’s property to
manufacture and obtain sufficient quantity of the Supplies to meet Bosch’s obligations to Bosch’s
customer.
3.6
Replacement.
3.6.1 If, in the sole determination of Bosch, the Equipment has become unserviceable due to normal wear and
tear, Bosch shall assume the costs of replacing of the Equipment, except when Equipment manufactured
by Bailee or Bailee's supplier does not meet the volume of production pieces warranted by Bailee as set
forth in Exhibit A, in which case Bosch shall debit Bailee a prorated amount of the original Equipment
purchase price to reflect such shortfall; provided, however, in all cases the replacement equipment shall
at all times remain the property of Bosch as set forth in Subsection 2.2 above, and further provided that
such Equipment, when delivered to or comes into the possession of Bailee, shall be subject to the terms
of this Agreement. Bailee shall be liable for any excess wear and tear of the original Equipment, payable
upon the date Bailee takes possession of the replacement Equipment.
3.6.2 Bailee shall notify Bosch as soon as practicable that any of the Equipment needs replacement due to
ordinary wear and tear, but in no event less than eight (8) months before replacement is necessary.
3.7
Customer Requirements. In the event that the Equipment is paid for by Bosch's Customer, in addition to
the terms of this Agreement, Bailee shall also comply with the applicable terms and conditions of any
tooling or bailment agreements and/or all terms and conditions applicable to tooling issued by Bosch's
Customer ("Customer Tooling Provisions") as disclosed by Bosch pursuant to which Bosch took
possession of the Equipment. If Bosch is not acting as a Tier One supplier, the Customer Tooling
Provisions shall also include the terms and conditions of the Vehicle Manufacturer that ultimately paid for
the Equipment, if applicable. Bailee will be responsible to ascertain how the Customer Tooling Provisions
affect Bailee's performance under this Agreement. By written notice to Bailee, Bosch may elect to have
the provisions of the Customer Tooling Provisions prevail over any term of this Agreement.
4.
Waiver of Lien
Bailee waives any lien (including any lien provided by statute or other rule of law) that Bailee has now or
in the future may have upon the Equipment, including but not limited to the specific liens listed on Exhibit
B (which is attached hereto and incorporated into this Agreement) as well as any similar domestic or
foreign statutory or common law right that allows for a lien on or right to possession of tooling. Bailee
agrees not to grant a security interest in or otherwise encumber any of the Equipment. Upon Bosch's
request, Bailee agrees to take any action to discharge any UCC-1 financing statements related to the
Equipment arising out of Bailee's possession of the Equipment and/or assign such right to Bosch. Bailee
Bosch Tooling Bailment Agreement – AA-AS
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acknowledges that the provisions of this Section are a bargained for consideration essential to Bosch's
agreement to bail, and to Bailee's possession of, the Equipment.
5.
Risk of Loss, Indemnification
5.1
Risk of Loss, Insurance. Bailee hereby assumes all risk of loss and damage to the Equipment from any
cause whatsoever and Bailee shall maintain adequate insurance policies to cover the replacement value
cost of the Equipment with Bosch named as loss payee to the extent of the replacement value of the
Equipment, including but not limited to general liability, fire and extended coverage insurance. Bailee
shall provide to Bosch evidence of the required insurance coverage upon request. Bosch may act as
agent for Bailee in obtaining, adjusting, and settling the insurance and any draft evidencing its proceeds.
Bailee shall notify Bosch immediately of any damage to, or destruction of, the Equipment which will impair
Bailee's ability to manufacture parts pursuant to the Supply Agreement.
5.2
Indemnification. To the fullest extent permitted by law: (a) Bailee hereby assumes the entire, sole
responsibility for any injury to person, including death, or damage to property of any kind or nature
caused by, resulting from or in connection with, directly or indirectly, operation of the Equipment, Bailee's
use of the Equipment or Bailee's possession thereof occurring while the Equipment is in Bailee's
possession; (b) Bosch shall not be responsible for any injury to person (including death) or damage to
property resulting from Bailee's possession, use, misuse or failure of the Equipment or other property
furnished to Bailee by Bosch, and the use of the Equipment and any such other property by Bailee shall
constitute acceptance by Bailee of all responsibility for any claims for such injury or damage; and
(c) Bailee will defend, indemnify and hold harmless Bosch, Bosch's Customer and the end-users of the
products sold by Bosch which incorporate the Supplies and all of their respective agents, customers,
invitees, subsidiaries, affiliates, successors and assigns, against all damages, losses, claims, liabilities
and expenses (including reasonable attorneys' and other professional fees, settlements and judgments)
arising out of or resulting from or in connection with, directly or indirectly, operation of the Equipment,
Bailee's use of the Equipment or Bailee's possession thereof occurring while the Equipment is in Bailee's
possession.
6.
Miscellaneous
6.1
Authorization. The parties executing this Agreement warrant that they have the corporate power and
authority to execute this Agreement and this Agreement has been duly authorized by the parties.
6.2
Tooling Purchase Order. The terms of the Tooling Purchase Order issued by Bosch, including application
of the purchasing terms and conditions applicable to the Supply Agreement, are an integral part of and
are incorporated into this Agreement.
6.3
Waivers and Amendments; Successors and Assigns. No term or provision of this Agreement may be
waived, altered, modified, or amended except by a written instrument, duly executed by the parties
hereto. This Agreement and all of the parties' obligations are binding upon their respective successors
and assigns, and together with the rights and remedies of the parties under this Agreement, inure to the
benefit of the parties and their respective successors and assigns. No party may assign or transfer any
right or obligation under this Agreement without the prior written consent of all parties.
6.4
Counterparts. This Agreement may be signed in two or more counterparts including signing facsimile or
scanned copies. Each counterpart is deemed an original and all counterparts together shall constitute
one and the same instrument.
6.5
Entire Agreement; Conflicts; Ambiguous Language. This Agreement, together with any other agreements
and schedules referenced to herein or executed in connection with this Agreement, constitutes the entire
understanding of the parties in connection with the subject matter hereof. This Agreement is being
entered into among competent persons who are experienced in business and represented by counsel,
and has been reviewed by the parties and their respective counsel. Therefore, any ambiguous language
in this Agreement will not necessarily be construed against any particular party as the drafter of such
language.
6.6
Governing Law. This Agreement is made in the State of Michigan and shall be governed by, and
construed and enforced in accordance with, the laws of the State of Michigan, without regard to conflicts
of law principles. The United Nations Convention on Contracts for the International Sale of Goods (the
"CISG") shall not apply to this Agreement.
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6.7
Enforceability of Agreement. Any provision of this Agreement that shall be prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, Bailee hereby waives any provision of law that
renders any provision hereof prohibited or unenforceable in any respect.
7.
Notices
7.1
Use of written notice. A written notice is used by Bosch to provide a required notice or instructions to
Bailee, or to authorize an exception, deviation or waiver of a pre-existing obligation or requirement under
this Agreement. A written notice is also used by Bailee to provide any notice to Bosch that is required to
be in writing. In the case of Bosch, any written notice is valid only if signed by a representative of the
Buyer's purchasing activity. A written notice may be signed manually or electronically.
7.2
How Provided. A written notice may be provided by: (a) first class mail; (b) courier service; (c) fax; or
(d) standard e-mail. A written notice using method (a) or (b) is effective as of the date of delivery, and
using method (c) or (d) is effective as of the date of transmission.
8.
Consultation With Counsel
THE PARTIES HERETO ACKNOWLEDGE THAT THEY HAVE BEEN GIVEN THE OPPORTUNITY TO
CONSULT WITH COUNSEL BEFORE EXECUTING THIS AGREEMENT AND ARE EXECUTING SUCH
AGREEMENT WITHOUT DURESS OR COERCION AND WITHOUT RELIANCE ON ANY
REPRESENTATIONS,
WARRANTIES
OR
COMMITMENTS
OTHER
THAN
THOSE
REPRESENTATIONS, WARRANTIES AND COMMITMENTS SET FORTH IN THIS AGREEMENT.
9.
Waiver Of Jury Trial
THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL RIGHT, BUT THAT THIS RIGHT MAY BE WAIVED. THE PARTIES EACH HEREBY
KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL RIGHTS TO A TRIAL BY JURY
OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT. NO PARTY SHALL
BE DEEMED TO HAVE RELINQUISHED THE BENEFIT OF THIS WAIVER OF JURY TRIAL UNLESS
SUCH RELINQUISHMENT IS IN A WRITTEN INSTRUMENT SIGNED BY THE PARTY TO WHOM
SUCH RELINQUISHMENT WILL BE CHARGED.
10.
Effective Date:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.
<Insert name of Bailee>
Bosch Automotive Service Solutions INC.
Sign:
Sign:
Print Name:
Print Name:
Title:
Title:
Date:
Date:
Sign:
Print Name:
Title:
Date:
Bosch Tooling Bailment Agreement – AA-AS
Version 1.1 (10/2014)
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EXHIBIT A: Equipment
[To be filled out by the Bailee and confirmed by Bosch]
# Units
Designation
Used for
Part/part or
drawing No.
Provided by Manufactured
Bosch
by Bailee or
Bailee's
supplier
If Bailee or Bailee's
supplier manufactured
Equipment, Bailee warrants
production volume of nondefective pieces of:
Documentation
(drawing, photo)
Attachment 1
Attachment…
…
Bosch Tooling Bailment Agreement – USA
Version 1.0 (07/2009)
Exhibit A: Equipment – 1
EXHIBIT B: State Statutes
States with Tool and/or Mold Lien Statutes
State
Mold, Tool, or
Artisan
Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of
Columbia
Florida
Georgia
Hawaii
Idaho
Illinois
None
Artisan
Tool and Mold
Artisan
Tool and Mold
Tool and Mold
None
None
Artisan
Citation
Common
Name (if any)
Possessory or
Non-Possessory
ALASKA STAT. § 34.35.175 (2009)
ARIZ. REV. ANN. § 33-1022.01 (2009)
ARK. CODE. ANN. § 18-45-101 (2009)
CAL. CIV. CODE § 1140 (2009)
COLO. REV. STAT. § 38-20-106.2 (2009)
Non-Possessory
Possessory
D.C. CODE § 40-307.01 (2009)
Possessory
Tool and Mold
Tool and Mold
None
Artisan
Tool and Mold
FLA. STAT. § 713.596 (2009)
GA. CODE ANN. § 44-12-320 (2009)
Possessory
Possessory
Indiana
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Mold
Tool
Artisan
Artisan
Tool and Mold
None
Possessory
IND. CODE ANN. 32-33-16 (2009)
IND. CODE ANN. 32-33-20 (2009)
IOWA CODE § 577.1 (2009)
KAN. STAT. ANN. 58-201 (2008)
KY. REV. STAT. ANN. § 376.435 (2008)
Possessory
Possessory
Possessory
Possessory
Possessory
ME. REV. STAT. ANN. tit. 14, § 3132
(2009)
Possessory
Maryland
Massachusetts
None
Mold
MASS. GEN. LAWS ch. 255, § 31G (2009)
Michigan
Tool
MICH. COMP. LAWS § 570.541 (2009)
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Mold
None
None
Mold
None
Artisan
None
None
Mold
MICH. COMP. LAWS § 445.618 (2009)
Possessory
MO. REV. STAT. § 430.403 (2009)
Possessory
NEB. REV. STAT. § 52-601.01 (2008)
Possessory
N.J. STAT. ANN. § 56:4A-6 (2009)
Possessory
Tool and Mold
Mold
Artisan
Mold
Artisan
Tool and Mold
N.Y. LIEN LAW § 151 (2009)
N.C. GEN. STAT. § 44A-2 (2009)
N.D. CENT CODE § 35-20-11 (2008)
OHIO REV. CODE Ann. § 1333.33 (2009)
OKLA. STAT. tit. 42 § 91A (2009)
OR. REV. STAT. § 87.870 (2009)
Bosch Tooling Bailment Agreement – USA
Version 1.0 (07/2009)
IDAHO CODE ANN. § 45-806 (2009)
770 ILL. COMP. STAT. 105/ (2009)
Possessory
Possessory
Tool and Die
Lien Act
An Act
Providing for
Liens for
Molders
Special Tools
Lien Act
Lien Law
Possessory
Non-Possessory
Possessory
Non-Possessory
Possessory
Non-Possessory
Possessory
Non-Possessory
Possessory
Possessory
Exhibit B: State Statutes – 1
State
Mold, Tool, or
Artisan
Citation
Pennsylvania
Mold
73 PA. STAT. ANN. §1880.1 (2009)
Rhode Island
South Carolina
Mold
Tool and Mold
R.I. GEN. LAWS § 34-30.1-1 (2008)
S.C. CODE ANN. § 39-69-10 (2008)
South Dakota
Tennessee
Texas
Utah
Artisan
Tool and Mold
Mold
Tool and Mold
S.D. CODIFIED LAWS § 44-11-1 (2009)
TENN. CODE. ANN. § 66-18-102 (2009)
TEX. PROP. CODE ANN. § 70.009 (2009)
UTAH CODE ANN. § 13-31-101 (2009)
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wisconsin
Wyoming
None
None
Mold
Artisan
Tool
Mold
Artisan
WASH. REV. CODE § 60.84.010 (2009)
W. VA. CODE § 38-11-3 (2009)
W IS. STAT. § 779.485 (2009)
W IS. STAT. § 779.47 (2009)
W YO. STAT. ANN. § 29-7-101 (2009)
Bosch Tooling Bailment Agreement – USA
Version 1.0 (07/2009)
Common
Name (if any)
Die, Mold, and
Form Forfeiture
Act
South Carolina
Mold Lien and
Retention Act
Mold Retention
and Lien Act
Possessory or
Non-Possessory
Possessory
Possessory
Possessory
Possessory
Possessory
Possessory
Possessory
Possessory
Possessory
Non-possessory
Possessory
Possessory
Exhibit B: State Statutes – 2
EXHIBIT C: Lender Acknowledgment and Consent
ACKNOWLEDGEMENT AND CONSENT
While not a party to the foregoing Tooling Bailment Agreement entered into by and between Bosch
Automotive Service Solutions LLC as Bailor ("Bosch"), and ______________________, as Bailee ("Bailee") as
of the ___day of _______, 20__, [NAME OF SECURED LENDER] (the "Lender") is a party to various loan
and/or security agreements with Bailee and has a [first] priority, perfected security interest in [substantially all of
Bailee's assets]. In such capacity, the Lender acknowledges, consents to, and agrees (i) that the exercise of its
rights and remedies with respect to its liens and security interests is subject to all applicable terms of the Tooling
Bailment Agreement, and (ii) that Bosch is the owner of the Equipment on Exhibit A to the Tooling Bailment
Agreement. The Lender further agrees that upon Bosch's request, the Lender shall fully cooperate with Bosch
and Bailee in effectuating Bosch's rights under the Tooling Bailment Agreement; provided, however, that the
Lender shall not be required to expend any amounts to effectuate same. The fact that the Lender is executing
this Acknowledgement and Consent shall not in any way make it a guarantor or surety for Bailee's performance
under the Tooling Bailment Agreement. Further, except as provided in the Tooling Bailment Agreement, the
Lender reserves its rights under its agreements with Bailee and applicable law or equity.
[SECURED LENDER], As Lender
By
Its:
Bosch Tooling Bailment Agreement – USA
Version 1.0 (07/2009)
Exhibit C: Acknowledgment and Consent – 1