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-11- <br />deliver to Lessor, at Lessee’s sole expense (from legally available funds), the Equipment to <br />Lessor at the location(s) to be specified by Lessor. <br />Section 3.04. Conditions to Lessor’s Performance. (a) As a prerequisite to the <br />performance by Lessor of any of its obligations under this A greement, Lessee shall deliver to <br />Lessor, in form and substance satisfactory to Lessor, the following: <br />(i) An Escrow Agreement substantially in the form attached hereto as <br />Exhibit I, satisfactory to Lessor and executed by Lessee and the Escrow Agent and a <br />Vendor Agreement satisfactory to Lessor and executed by Lessee and the Vendor; <br />(ii) A certified copy of a resolution, ordinance or other official action of <br />Lessee’s governing body, substantially in the form attached hereto as Exhibit C-1, <br />authorizing the execution and delivery of this Agreement and the Escrow Agreement and <br />performance by Lessee of its obligations under this Agreement and the Escrow <br />Agreement; <br />(iii) A Certificate completed and executed by the Clerk or Secretary or other <br />comparable officer of Lessee, substantially in the form attached hereto as Exhibit C-2, <br />completed to the satisfaction of Lessor; <br />(iv) Opinions of general counsel to Lessee and Special Counsel, which in the <br />aggregate opine on the matters set forth in the form attached hereto as Exhibit D-1 and <br />Exhibit D-2, respectively, and which are otherwise satisfactory to Lessor; <br />(v) Evidence of insurance as required by Section 7.02 hereof; <br />(vi) All documents, including financing statements, affidavits, notices and <br />similar instruments which Lessor deems necessary or appropriate at that time pursuant to <br />Section 6.02 hereof; <br />(vii) A waiver or waivers of interest in the Equipment from any mortgagee or <br />any other party having an interest in the real estate on which the Equipment will be <br />located and/or landlord of the real estate on which the Equipment will be located and <br />amendments and agreements releasing liens and encumbrances, if any, on the real <br />property where the Equipment is and will be located; <br />(viii) Reserved; <br />(ix) A copy of the Form 8038-G, fully completed by Special Counsel as paid <br />preparer and executed by Lessee; <br />(x) In the event that Lessee is to be reimbursed for expenditures that it has <br />paid more than sixty (60) days prior to the Commencement Date, evidence of the <br />adoption of a reimbursement resolution or other official action covering the <br />290