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LEASE, INCLUDING, WITHOUT LIMITATION, ITS OBLIGATION TO MAKE THE
<br /> RENTAL PAYMENT, LESSOR, OR THE PRODUCT MANUFACTURER, AS THE CASE
<br /> MAY BE UNDER ANY EXISTING WARRANTY, IN ITS OR THEIR REASONABLE
<br /> DISCRETION, WILL DETERMINE WHETHER A PART NEEDS TO BE REPAIRED OR
<br /> REPLACED. LESSOR SHALL NOT BE LIABLE TO LESSEE HEREUNDER UNDER ANY
<br /> CIRCUMSTANCE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT
<br /> DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR
<br /> OPPORTUNITIES.
<br /> 8. Care, Maintenance, and Use of the Equipment. Lessee shall not permit the
<br /> Equipment to be used or operated in violation of any applicable law, rule or regulation. Lessee,
<br /> at its sole cost and expense, shall keep the Equipment in good operating order, repair and
<br /> condition and shall perform or cause to be performed all maintenance and repairs to the
<br /> Equipment, as and when required, all in strict accordance with the written specifications for such
<br /> Equipment. Lessee agrees that any service, maintenance or repairs which Lessee causes to be
<br /> undertaken or performed with respect to the Equipment shall be performed only by competent
<br /> persons approved by Lessor to service or repair the Equipment. Lessee shall keep the Equipment
<br /> only at the locations identified in the attached Schedule A (the "Equipment Locations"), and
<br /> shall not remove items of the Equipment from the Equipment Locations to which it is designated
<br /> in Schedule A (or any other place as may subsequently be permitted by the written consent of
<br /> Lessor) without the express written consent of Lessor, which consent shall not be unreasonably
<br /> withheld. Under no circumstance shall any item of the Equipment be relocated outside of city
<br /> limits of South Bend, Indiana, or on the campus of the University. Lessor shall have the right
<br /> during Lessee's normal business hours and upon no less than twenty-four (24) hours prior notice
<br /> and subject to applicable laws and regulations, to enter Lessee's premises where the Equipment is
<br /> located in order to inspect, observe, affix labels or other markings, to confirm that the
<br /> Equipment's use and condition are in compliance with the terms of this Lease, and to otherwise
<br /> protect Lessor's interest therein.
<br /> 9. Return of Equipment to Lessor/Option to Purchase. Subject to the provisions
<br /> of Section 10 below and Section 3.02 of the MOU, upon the expiration of the Term or earlier
<br /> termination of this Lease, Lessee shall immediately return the Equipment to Lessor at the address
<br /> identified in Section 21 below, or such other address as Lessor shall direct by sending written
<br /> notice to Lessee. The Equipment, as returned, shall be free and clear of all liens, charges or
<br /> encumbrances (except any such liens, charges or encumbrances that existed as of the date of
<br /> delivery of the Equipment) and in good operating order, repair and condition, ordinary wear and
<br /> tear excepted ("Returnable Condition"). When returning the Equipment, Lessee shall use its
<br /> best efforts and care to pack and insulate the Equipment to protect the Equipment from damage
<br /> during transit. Lessee shall cause the Equipment to be returned by personal delivery, and Lessee
<br /> shall insure such delivery in an amount not less than the fair market value of the Equipment.
<br /> Lessee shall pay all costs and expenses, including costs and expenses necessary to return the
<br /> Equipment to Lessor in Returnable Condition. Lessee agrees to reimburse Lessor for all costs
<br /> and expenses incurred by Lessor to place the Equipment in Returnable Condition, and to retake
<br /> possession of or effect the return of the Equipment (including, without limitation, reasonable
<br /> attorneys' fees). Notwithstanding the foregoing, upon Lessee's relocation of its South Bend
<br /> Operations to Ignition Park pursuant to a rental, lease or occupancy agreement with a term of not
<br /> less than five (5) years, Lessee shall have the option, but not the obligation, to purchase the
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<br /> BDDBO 1 4491441 v5
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