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(a) The headings used in this Agreement are for convenience only and
<br />shall have no legal effect. This Agreement shall be interpreted without
<br />any strict construction in favor of or against either party.
<br />(b) The provisions of Sections 6, 8, 11, 12(b), 12(c), 12(d), 16, 21 and 22
<br />shall continue in full force and effect even after the term or expiration of
<br />this Agreement or any Schedule,
<br />(c) Failure of Lessor at any time to require Lessee's performance of any
<br />obligation shall not affect the right to require performance of that
<br />obligation. No term, condition or provision of this Agreement or any
<br />Schedule shall be waived or deemed to have been waived by Lessor
<br />unless it is in writing and signed by a duly authorized representative of
<br />Lessor. A valid waiver is limited to the specific situation for which it was
<br />given.
<br />(d) Lessee shall furnish such financial statements of Lessee (prepared in
<br />accordance with generally accepted accounting principles) and other
<br />information as Lessor may from time to time reasonably request.
<br />(e) If any provision(s) of this Agreement is deemed invalid or
<br />unenforceable to any extent (other than provisions going to the essence
<br />of this Agreement) the same shall not in any respect affect the validity,
<br />legality or enforceability (to the fullest extent permitted by law) of the
<br />remainder of this Agreement, and the parties shall use their best efforts to
<br />replace such illegal, invalid or unenforceable provisions with an
<br />enforceable provision approximating, to the extent possible, the original
<br />intent of the parties.
<br />(f) Unless otherwise provided, all obligations hereunder shall be
<br />performed or observed at the respective party's expense.
<br />(g) Lessee shall take any action reasonably requested by Lessor for the
<br />purpose of fully effectuating the intent and purposes of this Agreement or
<br />any Schedule. If any Lease is determined to be other than a true lease,
<br />Lessee hereby grants to Lessor a first priority security interest in the
<br />Products and all proceeds thereof. Lessee acknowledges that by signing
<br />this Agreement, Lessee has authorized Lessor to file any financing
<br />statements or related filings as Lessor may reasonably deem necessary
<br />or appropriate. Lessor may file a copy of this Agreement or any Schedule
<br />in lieu of a financing statement.
<br />(h) This Agreement and any Schedule may be signed in any number of
<br />counterparts each of which when so executed or otherwise authenticated
<br />and delivered shall be an original but all counterparts shall together
<br />constitute one and the same instrument. To the extent each Schedule
<br />would constitute chattel paper as such term is defined in the UCC, no
<br />security interest may be created through the transfer or control or
<br />possession, as applicable, of a counterpart of a Schedule other than the
<br />original in Lessor's possession marked by Lessor as either "Original" or
<br />"Counterpart Number 1".
<br />(1) This Agreement and the Schedules hereto between Lessor and
<br />Lessee set forth all of the understandings and agreements between the
<br />parties and supersede and merge all prior written or oral communications,
<br />understandings, or agreements between the parties relating to the subject
<br />matter contained herein. Except as permitted herein, this Agreement and
<br />any Schedule may be amended only by a writing duly signed or otherwise
<br />authenticated by Lessor and Lessee.
<br />0) If Lessee delivers this signed Master Lease, or any Schedule,
<br />amendment or other document related to the Master Lease (each a
<br />"Document") to Lessor by facsimile transmission, and Lessor does not
<br />receive all of the pages of that Document, Lessee agrees that, except for
<br />any pages which require a signature, Lessor may supply the missing
<br />pages to the Document from Lessor's database which conforms to the
<br />version number at the bottom of the page. If Lessee delivers a signed
<br />Document to Lessor as an e-mail attachment, facsimile transmission or by
<br />U.S. mail, Lessee acknowledges that Lessor is relying on Lessee's
<br />representation that the Document has not been altered. Lessee further
<br />agrees that, notwithstanding any rule of evidence to the contrary, in any
<br />hearing, trial or proceeding of any kind with respect to a Document,
<br />Lessor may produce a tangible copy of the Document transmitted by
<br />Lessee to Lessor by facsimile or as an e-mail attachment and such signed
<br />copy shall be deemed to be the original of the Document. To the extent (if
<br />any) that the Document constitutes chattel paper under the Uniform
<br />Commercial Code, the authoritative copy of the Document shall be the
<br />copy designated by Lessor or its assignee, from time to time, as the copy
<br />available for access and review by Lessee, Lessor or its assignee. All
<br />other copies are deemed identified as copies of the authoritative copy. In
<br />the event of inadvertent destruction of the authoritative copy, or corruption
<br />of the authoritative copy for any reason or as the result of any cause, the
<br />authoritative copy may be restored from a backup or archive copy, and
<br />the restored copy shall become the authoritative copy. At Lessor's option,
<br />this electronic record may be converted into paper form. At such time,
<br />such paper copy will be designated or marked as the authoritative copy of
<br />the Document.
<br />below, to be
<br />y the undersigned on the dates set forth
<br />ffectie as of the Effective Date.
<br />CITY OF SOUTH BEND, INDIANA
<br />„Lessee" AIV, MUNW
<br />3ofAr 4)f 11114,lic Worlig
<br />BY:
<br />NAME:
<br />TITLE: ,.e.._
<br />DATE:
<br />Dell Financial S "rvice , L C. . "
<br />"Lessor"
<br />BY:
<br />NAME:
<br />TITLE:
<br />DATE:
<br />Reference: 1844711999-60992
<br />Master Lease Agreement - Public NOV2018 Page 5 of 5
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