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<br /> '.r- If <br /> 3. CONDITIONS PRECEDENT. In no event shall Lessor have any obligation to purchase any <br /> Equipment and lease the same to Lessee until and unless, prior to the" Acceptance Deadline" set forth in the <br /> Equipment Schedule, Lessee shall have delivered or caused to be delivered to Lessor and Lessor shall have <br /> in its possession each of the following, in fonn and substance acceptable to Lessor: <br /> a. Such resolutions or authorizations and other documents relating to the authority of any <br /> person executing this Lease and/or any other document, instrument or agreement executed, delivered or <br /> undertaken on behalf of Lessee in connection with this Lease, as Lessor shall require; <br /> b. An originally executed copy of this Lease with all exhibits, schedules and attachments hereto <br /> fully completed; <br /> r=--- <br /> ! <br /> c. An Assignment of Purchase Order Agreement, a copy of all sale or purchase contracts <br /> regarding the Equipment entered into between Lessee and the manufacturer or vendor of the Equipment, a <br /> copy of all purchase orders regarding the Equipment issued by Lessee, the original invoices regarding the <br /> Equipment issued by such manufacturer or vendor to Lessor, and the original bill of sale, if any, issued by such <br /> manufacturer or vendor evidencing the transfer of title to such Equipment to Lessee; <br /> . . <br /> d. A duly completed and executed Certificate of Acceptance regarding the Equipment which <br /> evidences, among other things, that Lessee has accepted delivery thereof on behalf of Lessor on or prior to <br /> the "Acceptance Deadline" set forth in the Equipment Schedule, or such later date as is otherwise agreed to <br /> in advance and in writing by Lessor; <br /> e. Evidence of due compliance with the insurance provisions of ~ection 12 hereof; <br /> f If the Equipment or any portion thereof is to be located at a location that is not owned by <br /> Lessee or that is owned by Lessee but is subject to a mortgage or deed of trust in favor of a beneficiary other <br /> than Lessor, a landlord/lienholder's acknowledgment and waiver duly executed by the landlordllienholder <br /> thereof; <br /> a Duly executed and completed UCC-l Financing Statement(s) that describes the Equipment; <br /> .:;,. <br /> and <br /> I <br /> i h. Such other documents and instruments as Lessor shall in its sole discretion require, which <br /> - may include, but shall not be limited to, an opinion oflegal counsel to Lessee acceptable to Lessor as to such <br /> matters as Lessor shall require. <br /> If Lessee shall fail or refuse to satisfy all of the conditions precedent set forth herein and in the <br /> Equipment Schedule on or prior to the "Acceptance Deadline" set forth in the Equipment Schedule or such <br /> later date as is otherwise agreed to in writing by Lessor, then (a) Lessor may, at its option, terminate the lease <br /> of the Equipment to Lessee under this Lease; and (b) if such lease is terminated by Lessòr, then, without <br /> further act (I) Lessee will thereupon be assigned all rights and shall assume all obligations as purchaser of such <br /> Equipment and shall indemnify and hold Lessor harmless from and against any and all claims of the <br /> manufacturer, vendor, transporter or any other person in connection with the purchase, delivery and failure <br /> or refusal to accept such Equipment, (ii) Lessee shall have all rights as the purchaser of such Equipment and <br /> be entitled to pursue any and all remedies that may be available against the manufacturer, vendor, transporter <br /> or any other person for any failure or breach in connection with the manufacture, shipment and delivery of the <br /> Equipment, and (iii) if Lessee shall fail or refuse to accept delivery of the Equipment even though such <br /> 2 <br />