Master Lease Agreement, Amendment No. 1 to Lease Agreement, and Lease Proposal – Dell Financial Services LLC

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CLERK CERTIFICATE I, Linda M. Martin, do hereby certify that: (i) I am the duly qualified and acting Clerk of the City of South Bend, Indiana, Board of Public Works (the "Public Entity"). (ii) Each of the persons whose name, title, and signature appear below is a duly authorized representative of the Public Entity and holds on the date of this Certificate the formal title set forth opposite his or her name and the signature appearing opposite each such person's name is his or her name and the signature appearing opposite such person's name is his or her genuine signature: NAME OF AUTHORIZED SIGNATORY Gary Gilot Therese Dorau Elizabeth Maradik Uoe,e p h (iv) (v) (vi) TITLE OF AUTHORIZED SIGNATORY President Member Member Member Member Together, a majority of the above representat of the Public Entity to execute and deliver that certain Master Lease No. 1844711999- SIGNATURE OF AUTHORIZED SIGNATORY i� ., 60992 (the "Agreement") and any related Lease Schedules from time to time thereunder (the "Schedules") between the Public Entity and Dell Financial Services L.L.C., a Delaware limited liability company or its assignee (collectively, "Lessor"), and all agreements, documents, and instruments in connection therewith, including, without limitation, schedules, riders, and certificates of acceptance. The execution and delivery of any such Agreement and/or Schedule and all agreements, documents, and instruments in connection therewith for and on behalf of the Public Entity are not prohibited by or in any manner restricted by the terms of the document by which it is organized or of any loan agreement, indenture, or contract to which the Public Entity is a party or by which it or any of its property is bound. The Pub li EnfLiid, at a duly called regular meeting of the Public Entity held on /O�'approve the general financing terms of the Agreement, which approval has not been altered or rescinded by the Public Entity. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such term is defined in the Agreement) exists at the date hereof. All insurance required in accordance with the Agreement, or as otherwise agreed to or acknowledged between the parties, is currently maintained by the Public Entity.