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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. <br />10. ALTERATIONS. Without the prior written consent of Lessor, Lessee shall not <br />make any alterations, additions or improvements to the Equipment, except that Lessee shall make <br />any and all alterations and additions to the Equipment that are required by any governmental authority <br />having relevant jurisdiction, if such alterations or additions are required to comply with health, safety <br />or environmental standards. All additions and improvements of whatsoever kind or nature made to <br />the Equipment shall belong to and become the property of Lessor upon the expiration, or earlier <br />termination of this Lease. <br />11. NO WARRANTIES BY LESSOR. LESSEE HAS SELECTED BOTH (A) THE <br />EQUIPMENT AND (B) THE PERSON OR ENTITY FROM WHOM LESSOR IS TO ACQUIRE THE <br />EQUIPMENT OR THE RIGHT TO POSSESSION AND USE OF THE EQUIPMENT (THE <br />"VENDOR "). LESSOR MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY <br />MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR THE <br />CONDITION OF THE EQUIPMENT OR ITS MERCHANTABILITY OR ITS FITNESS FOR ANY <br />PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS -IS ". <br />LESSOR HAS ONLY THE TITLE TO THE EQUIPMENT THAT WAS CONVEYED TO LESSOR BY <br />LESSOR'S PREDECESSOR IN TITLE, AND THAT TITLE IS FREE FROM LIENS AND <br />ENCUMBRANCES THAT AROSE FROM AN ACT OR OMISSION OF LESSOR OTHER THAN A <br />CLAIM OF ANY PERSON OR ENTITY BY WAY OF INFRINGEMENT OR THE LIKE. LESSOR <br />MAKES NO OTHER WARRANTY WITH RESPECT TO TITLE TO THE EQUIPMENT. IF ANY <br />ITEM OF EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE AS <br />REPRESENTED OR WARRANTED BY THE VENDOR AND /OR THE MANUFACTURER, OR IS <br />UNSATISFACTORY FOR ANY REASON, LESSEE SHALL MAKE ANY CLAIM ON ACCOUNT <br />THEREOF SOLELY AGAINST SUCH VENDOR AND /OR MANUFACTURER AND SHALL, <br />NEVERTHELESS, PAY LESSOR ALL RENTS PAYABLE UNDER THIS LEASE. LESSOR <br />HEREBY AGREES TO- ASSIGN TO LESSEE, SOLELY FOR THE PURPOSE OF MAKING AND <br />PROSECUTING ANY SUCH CLAIM, ALL OF THE RIGHTS WHICH LESSOR HAS AGAINST <br />SUCH VENDOR AND /OR THE MANUFACTURER FOR BREACH OF WARRANTY OR OTHER <br />REPRESENTATION REPRESENTING THE EQUIPMENT. LESSEE'S OBLIGATION TO PAY <br />RENTALS UNDER THIS LEASE IS IRREVOCABLE, ABSOLUTE, UNCONDITIONAL, AND <br />INDEPENDENT OF LESSOR'S OBLIGATIONS UNDER THIS LEASE, AND SHALL NOT BE <br />SUBJECT TO ANY REDUCTION, OFFSET OR COUNTERCLAIM. LESSOR SHALL NOT BE <br />LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LESSEE AS A <br />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 <br />THE EQUIPMENT, OR FOR ANY INTERRUPTION IN LESSEE'S BUSINESS OCCASIONED BY <br />LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER. THE <br />PROVISIONS OF THIS PARAGRAPH ARE INTENDED TO BE A COMPLETE EXCLUSION AND <br />NEGATION OF ANY EXPRESS OR IMPLIED WARRANTIES BY LESSOR WITH RESPECT TO THE <br />EQUIPMENT, WHETHER ARISING UNDER THE UNIFORM COMMERCIAL CODE OR UNDER <br />ANY OTHER LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE EXCEPT THE <br />LIMITED WARRANTY OF THE LESSOR WITH RESPECT TO THE TITLE TO THE <br />EQUIPMENT, SET FORTH ABOVE. <br />12. INSURANCE. Lessee shall provide, maintain and pay (a) insurance against the loss <br />or theft of or damage to the Equipment, for the amount of the Casualty Payment from time to time, <br />naming Lessor as a loss -payee or mortgagee, and (b) public liability and property damage <br />insurance, naming Lessor as an additional insured. All such insurance shall be in form and amount <br />and with companies satisfactory to Lessor. Lessee shall deliver the policies of insurance or duplicates <br />thereof or a certificate of insurance to Lessor. All insurance which Lessee is required by this Lease <br />to maintain shall provide that any loss thereunder shall be payable notwithstanding any action, <br />inaction, breach of warranty or condition, breach of declarations, misrepresentation or negligence <br />of Lessee, its employees or agents. Each such policy shall contain an agreement by the insurer that, <br />