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Sections 3.02 and 3.03 of the Development Agreement, Lessee shall have the option, but not the
<br /> obligation, to purchase the Equipment at the end of the Term for the Option Purchase Price.
<br /> (c) Transfer of Title. Upon Lessee's payment in full of the Option Purchase Price to Lessor,
<br /> title to the Equipment being purchased pursuant to said option shall pass to Lessee, and Lessor
<br /> shall execute such bills of sale, assignments and other instruments and documents necessary to
<br /> transfer title to the Equipment to Lessee. Upon transfer of title of the Equipment to Lessee, all
<br /> obligations of the Lessee under Section 3.02 and 3.03 of the Development Agreement shall
<br /> terminate.
<br /> 10. Obligation to Purchase Equipment. Notwithstanding the provisions contained in Section 9,
<br /> in the event that (i) Lessee breaches its obligations under Section 3.02 or Section 3.03 of the
<br /> Development Agreement (regarding Lessee's obligations with respect to the creation of specified
<br /> jobs)and fails to cure such breach in accordance with Section 5.03 of the Development Agreement
<br /> or (ii) an Event of Default occurs hereunder, Lessee shall be obligated to promptly, within fifteen
<br /> (15) days, purchase the Equipment for a cash purchase price equal to one and one half(1.5) times
<br /> the amount of the investment per job of$35,000.00 multiplied by the number of jobs by which the
<br /> Lessee missed its goal of 57 jobs (the "Equipment Purchase Price"). Upon Lessee's payment in
<br /> 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 purchase the Equipment for the Equipment Purchase Price, as
<br /> set forth in this Section 10, is a material inducement for Lessor to enter into this Lease upon the
<br /> terms provided herein, including, without limitation, the amount of the Rental Payment.
<br /> 11. Taxes and Other Charges. All taxes, assessments, license fees, and other charges
<br /> (including, without limitation, personal property taxes and sales, use and leasing taxes) imposed,
<br /> levied or assessed on or with respect to the ownership, possession, rental, operation or use of the
<br /> Equipment during the Term shall be paid by Lessee before the same shall become delinquent,
<br /> whether such taxes would ordinarily be assessed against Lessor or Lessee. If Lessee fails to make
<br /> such payments,then Lessor may,in its discretion,and in addition to all other remedies available to
<br /> it under this Agreement or by law, pay the same and seek full reimbursement from Lessee
<br /> plus costs and interest at the Default Rate.
<br /> 12. Indemnification; Limitation of Liability.
<br /> (a) Indemnification by Lessee. Lessee agrees to indemnify, defend and hold harmless Lessor
<br /> from and against any claims,damages, losses or expenses (including reasonable attorney's fees)
<br /> ("Losses") by third parties arising out of, connected with, occurring by virtue of or relating in
<br /> any way to the installation, possession, maintenance, operation or use of the Equipment. This
<br /> indemnity shall not be affected or terminated by, and shall survive, termination of this Lease, for
<br /> any reason, with respect to all or any part of the Equipment.
<br />{
<br /> (b) Indemnification by Lessor. Lessor agrees to assign to Lessee any indemnification rights it
<br /> was provided by the manufacturer of any item of the Equipment related to any claims, losses or
<br /> expenses arising out of or relating to:
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