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6. Maintenance. Lessor shall not be obligated to make any repairs or replacements. At its own expense, Lessee
<br />shall service, repair and maintain the Property in as good condition, repair, appearance and working order as when delivered to
<br />Lessee hereunder, ordinary wear and tear from proper use alone excepted, and shall replace any and all parts thereof which may
<br />from time to time become worn out, lost, stolen, destroyed, or damaged beyond repair or rendered unfit for intended use, for any
<br />reason whatsoever, all of which replacements shall be free and clear of all liens, encumbrances and claims of others and shall
<br />become part of the Property and subject to this Agreement. Lessor may, at its option, discharge such costs, expenses and insurance
<br />premiums necessary for the repair, maintenance and preservation of the Property, and all sums so expended shall be due from
<br />Lessee in addition to rental payments hereunder.
<br />7. Alterations.
<br />(a) Lessee may, at its own expense, install or place in or on, or attach or affix to, the Property such equipment or
<br />accessories as may be necessary or convenient to liSP thp Proflerty for its intended purposes provided that such equipment or
<br />accessories do not impair the value or utility of the Property. All such equipment and accessories shall be removed by Lessee upon
<br />termination of this Agreement, provided that any resulting damage shall be repaired at Lessee's expense. Any such equipment or
<br />accessories not removed shall become the property of Lessor.
<br />(b) Without the written consent of Lessor, Lessee shall not make any other alterations, modifications or
<br />improvements to the Property except as required or permitted hereunder. Any other alterations, modifications or improvements to
<br />the Property shall immediately become part of the Property, subject to the provisions hereof. Without the prior written consent of
<br />Lessor, Lessee shall not affix or attach any of the Property to any real property. The Property shall remain personal property
<br />regardless of whether it becomes affixed or attached to real property or permanently rests upon any real property or any
<br />improvement thereon.
<br />8. Liens. Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, security
<br />interest, pledge, lien, charge, encumbrance or claim on or with respect to the Property, title thereto or any interest therein, except
<br />the respective rights of Lessor and Lessee hereunder.
<br />9. Damage to or Destruction of Property. Lessee shall bear the entire risk of loss, damage, theft or destruction of
<br />the Property from any and every cause whatsoever, and no loss, damage, destruction or other event shall release Lessee from the
<br />obligation to pay the full amount of the rental payments or from any other obligation under this Agreement. In the event of damage
<br />to any item of the Property, Lessee will immediately place the same in good repair, with the proceeds of any insurance recovery
<br />applied to the cost of such repair. If Lessor determines that any item of Property is lost, stolen, destroyed or damaged beyond
<br />repair, Lessee, at the option of Lessor, will either (a) replace the same with like property in good repair or (b) on the next Lease
<br />Payment Date, pay Lessor (i) all amounts then owed by Lessee to Lessor under this Agreement, including the Lease Payment due on
<br />such date, and (ii) an amount equal to the applicable Option to Purchase Value set forth in Exhibit B.
<br />10. Insurance. Lessee shall either be self-insured with regard to the Property or shall purchase and maintain
<br />insurance with regard to the Property. Lessee shall indicate on each Certificate of Acceptance executed in relation to this Agreement
<br />its election to be self-insured or company insured with regard to the Property listed on that Certificate of Acceptance. Whether
<br />Lessee is self-insured or company insured, Lessee shall, for the term of this Agreement, at its own expense, provide comprehensive
<br />liability insurance with respect to the Property, insuring against such risks, and such amounts as are customary for lessees of
<br />property of a character similar to the Property. In addition, Lessee shall, for the term of this Agreement, at its own expense, provide
<br />casualty insurance with respect to the Property, insuring against customary risks, coverage at all times not less than the amount of
<br />the unpaid principal portion of the Lease Payments required to be made pursuant to Section 1 as of the last preceding Payment Date
<br />specified in Exhibit B on which a Lease Payment was made. If insurance policies are provided with respect to the Property, all
<br />insurance policies shall be with insurers authorized to do business in the State where the Property is located and shall name both
<br />Lessor and Lessee as insureds as their respective interest may appear. Insurance proceeds from casualty losses shall be payable
<br />solely to the Lessor, subject to the provisions of Section 9 . Lessee shall, upon request, deliver to Lessor evidence of the required
<br />coverages together with premium receipts, and each insurer shall agree to give Lessor written notice of non-payment of any
<br />premium due and ten (10) days notice prior to cancellation or alteration of any such policy. Lessee shall also carry and require any
<br />other person or entity working on, in or about the Property to carry workmen's compensation insurance covering employees on, in or
<br />about the Property. In the event Lessee fails, for any reason, to comply with the requirements of this Section, Lessee shall
<br />indemnify, save harmless and, at Lessee's sole expense, defend Lessor and its agents, employees, officers and directors and the
<br />Property against all risk of loss not covered by insurance.
<br />11. Lessee Negligence. Lessee assumes all risks and liabilities, whether or not covered by insurance, for loss or
<br />damage to the Property and for injury to or death of any person or damage to any property, whether such injury or death be with
<br />respect to agents or employees of Lessee or of third parties, and whether such property damage be to Lessee's property or the
<br />property of others, which is proximately caused by the negligent conduct of Lessee, its officers, employees and agents. Lessee
<br />hereby assumes responsibility for and agrees to reimburse Lessor for all liabilities, obligations, losses, damages, penalties, claims,
<br />actions, costs and expenses (including reasonable attorney's fees) of whatsoever kind and nature, imposed on, incurred by or
<br />asserted against Lessor that in any way relate to or arise out of a claim, suit or proceeding based in whole or in part upon the
<br />negligent conduct of Lessee, its officers, employees and agents, to the maximum extent permitted by law.
<br />12. No Warranty. ALL WARRANTIES, PROMISES AND SERVICE AGREEMENTS, IF ANY, RELATING TO THE PROPERTY
<br />THAT THE MANUFACTURERS OR THE PARTY WHO SUPPLIED THE PROPERTY TO LESSOR (THE "VENDOR") HAVE MADE TO LESSOR IN
<br />CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE PROPERTY ARE HEREBY ASSIGNED TO
<br />LESSEE. Lessee may communicate with Vendor and receive an accurate and complete statement of all such warranties, promises and
<br />service agreements, if any. All claims or actions on any warranty so assigned shall be made or prosecuted by Lessee, at its sole
<br />expense, upon prior written notice to Lessor. Lessor may, but shall have no obligation whatsoever to participate in such claim or
<br />action on such warranty, at Lessor's expense. Any recovery under such a warranty shall be made payable jointly to Lessee and
<br />Lessor. Lessee acknowledges that Lessee has selected the Vendor and that Lessee has directed Lessor to acquire the Property from
<br />Vendor in connection with this Agreement. Lessee further acknowledges that this Agreement is a "Finance Lease" within the
<br />meaning of the Uniform Commercial Code and that Lessee is entitled to the Vendor's warranties and promises described above, if
<br />any. LESSOR HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND ASSUMES NO OBLIGATION
<br />WITH RESPECT TO THE TITLE, MERCHANTABILITY, CONDITION, QUALITY OR FITNESS OF THE PROPERTY DESCRIBED IN EXHIBIT A
<br />FOR ANY PARTICULAR PURPOSE OR THE CONFORMITY OF THE PROPERTY TO ANY SPECIFICATION OR PURCHASE ORDER, OR AS TO
<br />THE PROPERTY'S DESIGN, DELIVERY, INSTALLATION OR OPERATION. All such risks shall be borne by Lessee without in any way
<br />MUNICIPAL LEASE-PURCHASE AGREEMENT -PAGE 2
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