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Equipment outright for the sum of One Dollar ($1) (the "Option Purchase Price '), Upon Lessee's payment in full of the Option Purchase Price to Lessor, title to the Equipment shall pass to Lessee, and Lessor shall execute such bills of sale, assignments and other instruments and documents necessary to transfer title to the Equipment to Lessee. 10. Obligation to.Purchase Equipment. Notwithstanding the provisions contained in Section 9, in the event that (i) Lessee breaches its obligations under Section 3.02 of the MOU (regarding Lessee's obligations with respect to relocating its South Bend operations) and fails to cure such breach in accordance with Section 5.03 of the MOU or (ii) an Event of Default occurs hereunder, Lessee shall be obligated to promptly, within fifteen (15) days, purchase the Equipment for a cash purchase price equal to one and one half (1.5) times the amount Lessor originally paid for the Equipment (the "Equipment Purchase Price"). Upon Lessee's payment in full of the Equipment Purchase Price to Lessor, title to the Equipment shall pass to Lessee, and Lessor shall execute such bills of sale, assignments and other instruments and documents necessary to transfer title to the Equipment to Lessee. Lessee acknowledges and agrees that Lessee's conditional obligation to the purchase the Equipment for the Equipment Purchase Price, as set forth in this Section 10, is a material inducement for Lessor to enter into this Lease upon the terms provided herein, including, without limitation, the heavily discounted amount of the Rental Payment. 11. Taxes and Other Charges. All taxes, assessments, license fees, and other charges (including, without limitation, personal property taxes and sales, use and leasing taxes) imposed, levied or assessed on or with respect to the ownership, possession, rental, operation or use of the Equipment during the Term shall be paid by Lessee before the same shall become delinquent, whether such taxes would ordinarily be assessed against Lessor or Lessee. If Lessee fails to make such payments, then Lessor may, in its discretion, and in addition to all other remedies available to it under this Agreement or by law, pay the same and seek full reimbursement from Lessee plus costs and interest at the Default Rate. 12. Indemnification; Limitation of Liability. (a) Indemnification by Lessee. Lessee agrees to indemnify, defend and hold harmless Lessor from and against any claims, damages, losses or expenses (including reasonable attorney's fees) ("Losses") by third parties arising out of, connected with, occurring by virtue of or relating in any way to the installation, possession, operation or use of the Equipment; provided however, that Lessee shall not be obligated to indemnify Lessor for Losses caused by Lessor's grossly negligent or willful misconduct in servicing or maintaining the Equipment. This indemnity shall not be affected or terminated by, and shall survive, termination of this Lease, for any reason, with respect to all or any part of the Equipment. (b) Indemnification by Lessor. Lessor agrees to assign to Lessee any indemnification rights it has provided by the manufacturer of any item of the Equipment related to any claims, losses or expenses arising out of or relating to: (1) any claim that the Equipment infringes, violates, or misappropriates the intellectual property rights of any third party; and/or (2) any claim for personal - 5 - BDDBQ 1 9491441 v5