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<br />interests, under this Lease.
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<br />10. MAINTENANCE AND REPAIRS. Lessee, at its own cost and expense, shall (a) maintain and keep the Equipment
<br />and all components thereof in good repair, condition and working order and in good condition as to appearance and mechanical
<br />performance, ordinary wear and tear from authorized use excepted, (b) make all reasonable and necessary repairs, (c) purchase
<br />replacements for and replace worn or defective components of the Equipment, so as to keep the Equipment in good mechanical and
<br />working order, and (d) cause the Equipment and all components thereof to meet the applicable standards of any applicable
<br />governmental agency with jurisdiction over Lessor, Lessee or the Equipment whether or not such requirements, by their terms, are
<br />normally imposed upon Lessee. Lessee shall pay for any and all replacement parts and components required by this section, and all
<br />such replacement parts and components shall be free and clear of all liens and encumbrances. Title to all such replacement parts and
<br />components shall immediately pass to Lessor upon installation thereof.
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<br />11. ALTERATIONS. Without the prior written consent of Lessor, Lessee shall not make any alterations, additions or
<br />improvements to the Equipment, except that Lessee shall make any and all alterations and additions to the Equipment that are required
<br />by any governmental authority having relevant jurisdiction, if such alterations or additions are required to comply with health, safety or
<br />environmental standards. All additions and improvements of whatsoever kind or nature made to the Equipment shall belong to and
<br />become the property of Lessor upon the expiration, or earlier termination of this Lease.
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<br />12. NO WARRANTIES BY LESSOR. LESSEE HAS SELECTED BOTH (A) THE EQUIPMENT AND (B) THE PERSON
<br />OR ENTITY FROM WHOM LESSOR IS TO ACQUIRE THE EQUIPMENT OR THE RIGHT TO POSSESSION AND USE OF THE
<br />EQUIPMENT (THE "VENDOR"). LESSOR MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER
<br />WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR THE CONDITION OF THE EQUIPMENT OR ITS
<br />MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE
<br />EQUIPMENT "AS-IS". LESSOR HAS ONLY THE TITLE TO THE EQUIPMENT THAT WAS CONVEYED TO LESSOR BY LESSOR'S
<br />PREDECESSOR IN TITLE, AND THAT TITLE IS FREE FROM LIENS AND ENCUMBRANCES THAT AROSE FROM AN ACT OR
<br />OMISSION OF LESSOR OTHER THAN A CLAIM OF ANY PERSON OR ENTITY BY WAY OF INFRINGEMENT OR THE LIKE.
<br />LESSOR MAKES NO OTHER WARRANTY WITH RESPECT TO TITLE TO THE EQUIPMENT. IF ANY ITEM OF EQUIPMENT IS
<br />NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY THE VENDOR AND/OR THE
<br />MANUFACTURER, OR IS UNSATISFACTORY FOR ANY REASON, LESSEE SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF
<br />SOLELY AGAINST SUCH VENDOR AND/OR MANUFACTURER AND SHALL, NEVERTHELESS, PAY LESSOR ALL RENTS
<br />PAYABLE UNDER THIS LEASE. LESSOR HEREBY AGREES TO ASSIGN TO LESSEE, SOLELY FOR THE PURPOSE OF MAKING
<br />AND PROSECUTING ANY SUCH CLAIM, ALL OF THE RIGHTS WHICH LESSOR HAS AGAINST SUCH VENDOR AND/OR THE
<br />MANUFACTURER FOR BREACH OF WARRANTY OR OTHER REPRESENTATION REPRESENTING THE EQUIPMENT.
<br />LESSEE'S OBLIGATION TO PAY RENTALS UNDER THIS LEASE IS IRREVOCABLE, ABSOLUTE, UNCONDITIONAL, AND
<br />INDEPENDENT OF LESSOR'S OBLIGATIONS UNDER THIS LEASE, AND SHALL NOT BE SUBJECT TO ANY REDUCTION,
<br />OFFSET OR COUNTERCLAIM. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES
<br />INCURRED BY LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE
<br />EQUIPMENT AND LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE EQUIPMENT, OR FOR ANY
<br />INTERRUPTION IN LESSEE'S BUSINESS OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON
<br />WHATSOEVER. THE PROVISIONS OF THIS PARAGRAPH ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION
<br />OF ANY EXPRESS OR IMPLIED WARRANTIES BY LESSOR WITH RESPECT TO THE EQUIPMENT, WHETHER ARISING UNDER
<br />THE UNIFORM COMMERCIAL CODE OR UNDER ANY OTHER LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE
<br />EXCEPT THE LIMITED WARRANTY OF THE LESSOR WITH RESPECT TO THE TITLE TO THE EQUIPMENT, SET FORTH
<br />ABOVE.
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<br />13. INSURANCE. Lessee shall provide, maintain and pay (a) insurance against the loss or theft of or damage to the
<br />Equipment, for the amount of the Casualty Payment from time to time, naming Lessor as a loss-payee or mortgagee, and (b) public
<br />liability and property damage insurance, naming Lessor as an additional insured. All such insurance shall be in form and amount and
<br />with companies satisfactory to Lessor. Lessee shall deliver the poliCies of insurance or duplicates thereof or a certificate of insurance to
<br />Lessor. All insurance which Lessee is required by this Lease to maintain shall provide that any loss thereunder shall be payable
<br />notwithstanding any action, inaction, breach of warranty or condition, breach of declarations, misrepresentation or negligence of
<br />Lessee, its employees or agents. Each such policy shall contain an agreement by the insurer that, notwithstanding lapse of any policy
<br />for any reason, or right of cancellation by the insurer or any cancellation by Lessee, such policy shall continue in full force for the benefit
<br />of Lessor, for at least thirty (30) days after written notice thereof to Lessor, and no alteration in any such policy shall be made except
<br />upon thirty (30) days written notice of such proposed alteration to Lessor and written approval by Lessor. If Lessee fails to acquire any
<br />policy of insurance required to be maintained pursuant to this paragraph, or fails to renew or replace any such policy at least twenty (20)
<br />days prior to the expiration thereof, or fails to keep any such policy in full force and effect, Lessor shall have the option (but not the
<br />obligation) to pay the premiums on any such policy of insurance or to take out new insurance in an amount, type, coverage and terms
<br />satisfactory to Lessor. Any amounts paid therefor by Lessor shall be immediately due and payable to Lessor by Lessee upon demand
<br />by Lessor. No exercise by Lessor of such options shall in any way affect the provisions of this Lease, including, but not limited to, the
<br />provision that failure by Lessee to maintain the prescribed insurance shall constitute an Event of Default (as that term is defined in
<br />Section 19 below). Lessee hereby assigns to Lessor all sums which become payable under any insurance covering the Equipment,
<br />directs and insurer to pay all such proceeds to Lessor, and authorizes the Lessor to act as Lessee's attorney-in-fact to make claim for,
<br />receive payment of and execute and endorse all documents, checks or drafts for, loss or damage under any such insurance policy. The
<br />proceeds of such insurance, at the option of the Lessor, shall be applied (a) toward the replacement, restoration or repair of the
<br />Equipment or (b) toward payment of the obligations of Lessee hereunder.
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<br />14. CASUALTY. For the purposes of this Lease, "Casualty Occurrence" shall mean any of the following events:
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<br />(a) The Equipment or any Item of Equipment no longer operates in the manner and for the purposes originally
<br />contemplated, for any reason, and it is not made to so operate by repairs or installation of replacement parts in accordance with
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