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