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-15- <br /> (d) In connection with any partial prepayment of Rental Payments, Lessor shall prepare <br />a new Payment Schedule and deliver the same to the Lessee, which shall be binding, absent <br />manifest error. <br /> (e) In lieu of prepayment, Lessee may apply Excess Proceeds to the acquisition of other <br />capital equipment that Lessee identifies and with Lessor’s prior written approval, given in <br />Lessor’s sole and absolute discretion, and subject to such conditions as Lessor may require, <br />including but not limited to execution of an appropriate amendment to the Equipment Schedule, <br />the filing of financing statements with respect to personal property and fixtures under Article 9 <br />of the California Commercial Code and Lessee’s delivery to Lessor of a written opinion of a <br />nationally recognized firm of attorneys experienced in matters pertaining to the tax -exempt status <br />of interest on obligations issued by states and their political subdivisions, selected by Lessee and <br />acceptable to Lessor, to the effect that Lessee’s acquisition of such other capital equipment and <br />the taking of other actions in connection therewith will not adversely affect the tax -exempt status <br />of interest components of Rental Payments pursuant to this Agreement. <br />ARTICLE V <br /> Section 5.01. Acquisition, Delivery, Installation and Acceptance of Equipment. <br />(a) Lessee shall order the Equipment to be acquired and financed hereunder, cause the <br />Equipment to be delivered and installed at the location specified in the Equipment Schedule and <br />pay any and all delivery and installation costs and other Equipment Costs in connection <br />therewith. When the Equipment has been delivered and installed, Lessee shall promptly accept <br />such Equipment and evidence said acceptance by executing and delivering Disbursement <br />Requests to the Lessor pursuant to the Escrow Agreement for the purpose of effecting <br />disbursements from the Escrow Account to pay (or reimburse) Equipment Costs for the <br />Equipment so acquired and installed. In connection with the execution and delivery by Lessee to <br />Lessor of the final Disbursement Request, Lessee shall deliver to Lessor a “Final Acceptance <br />Certificate” in the form attached hereto as Exhibit E. <br /> (b) Lessee shall deliver to Lessor together with each Disbursement Request copies of <br />invoices (and proof of payment of such invoices if Lessee seeks reimbursement for prior <br />expenditures) and bills of sale or other evidence of title transfer to Lessee relating to each item of <br />Equipment accepted by Lessee as evidenced by such Disbursement Request. Once approved, <br />Lessor shall deliver such Disbursement Request to the Escrow Agent for disbursement from the <br />Escrow Account in accordance with the Escrow Agreement. <br /> Section 5.02. Quiet Enjoyment of Equipment. So long as no Event of Default and no <br />Event of Non-appropriation exists hereunder, neither Lessor nor any entity claiming by, through <br />or under Lessor, shall interfere with Lessee’s quiet use and enjoyment of the Equipment during <br />the Lease Term. <br /> Section 5.03. Location; Inspection. Once installed, no item of the Equipment will be <br />moved or relocated from the location specified for it in the Equipment Schedule without Lessor’s <br />prior written consent, which consent shall not be unreasonably withheld. Lessor shall have the <br />294