{"id":42543,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-lease-agreement-comdisco-inc-and-egroups-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-lease-agreement-comdisco-inc-and-egroups-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-lease-agreement-comdisco-inc-and-egroups-inc.html","title":{"rendered":"Master Lease Agreement &#8211; Comdisco Inc. and eGroups Inc."},"content":{"rendered":"<pre>\n                             MASTER LEASE AGREEMENT\n\nMASTER LEASE AGREEMENT (the \"Master Lease\") dated June 23, 1999 by and between\nCOMDISCO, INC. (\"Lessor\") and EGROUPS, INC. (\"Lessee\").\n\nIN CONSIDERATION of the mutual agreements described below, the parties agree as\nfollows (all capitalized terms are defined in Section 14.18):\n\n\n1. Property Leased.\n\nLessor leases to Lessee all of the Equipment described on each Summary Equipment\nSchedule. In the event of a conflict, the terms of the applicable Schedule\nprevail over this Master Lease.\n\n2. Term.\n\nOn the Commencement Date, Lessee will be deemed to accept the Equipment, will be\nbound to its rental obligations for each item of Equipment and the term of a\nSummary Equipment Schedule will begin and continue through the Initial Term and\nthereafter until terminated by either party upon prior written notice received\nduring the Notice Period. No termination may be effective prior to the\nexpiration of the Initial Term.\n\n3. Rent and Payment.\n\nRent is due and payable in advance on the first day of each Rent Interval at the\naddress specified in Lessor's invoice. Interim Rent is due and payable when\ninvoiced. If any payment is not made when due, Lessee will pay a Late Charge on\nthe overdue amount. Upon Lessee's execution of each Schedule, Lessee will pay\nLessor the Advance specified on the Schedule. The Advance will be credited\ntowards the final Rent payment if Lessee is not then in default. No interest\nwill be paid on the Advance.\n\n4. Selection; Warranty and Disclaimer of Warranties.\n\n4.1 Selection. Lessee acknowledges that it has selected the Equipment and\ndisclaims any reliance upon statements made by the Lessor, other than as set\nforth in the Schedule.\n\n4.2 Warranty and Disclaimer of Warranties. Lessor warrants to Lessee that, so\nlong as Lessee is not in default, Lessor will not disturb Lessee's quiet and\npeaceful possession, and unrestricted use of the Equipment. To the extent\npermitted by the manufacturer, Lessor assigns to Lessee during the term of the\nSummary Equipment Schedule any manufacturer's warranties for the Equipment.\nLESSOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER,\nINCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY OF THE EQUIPMENT OR ITS\nFITNESS FOR A PARTICULAR PURPOSE. Lessor is not responsible for any liability,\nclaim, loss, damage or expense of any kind (including strict liability in tort)\ncaused by the Equipment except for any loss or damage caused by the willful\nmisconduct or negligent acts of Lessor. In no event is Lessor responsible for\nspecial, incidental or consequential damages.\n\n5. Title; Relocation or Sublease; and Assignment.\n\n5.1 Title. Lessee holds the Equipment subject and subordinate to the rights of\nthe Owner, Lessor, any Assignee and any Secured Party. Lessee authorizes Lessor,\nas Lessee's agent, and at Lessor's expense, to prepare, execute and file in\nLessee's name precautionary Uniform Commercial Code financing statements showing\nthe interest of the Owner, Lessor, and any Assignee or Secured Party in the\nEquipment and to insert serial numbers in Summary Equipment Schedules as\nappropriate. Lessee will, at its expense, keep the Equipment free and clear from\nany liens or encumbrances of any kind (except any caused by Lessor) and will\nindemnify and hold the Owner, Lessor, any Assignee and Secured Party harmless\nfrom and against any loss caused by Lessee's failure to do so, except where such\nis caused by Lessor.\n\n5.2 Relocation or Sublease. Upon prior written notice, Lessee may relocate\nEquipment to any location within the continental United States provided (i) the\nEquipment will not be used by an entity exempt from federal income tax, and (ii)\nall additional costs (including any administrative fees, additional taxes and\ninsurance coverage) are reconciled and promptly paid by Lessee.\n\nLessee may sublease the Equipment upon the reasonable consent of the Lessor and\nthe Secured Party. Such consent to sublease will be granted if: (i) Lessee meets\nthe relocation requirements set out above, (ii) the sublease is expressly\nsubject and subordinate to the terms of the Schedule, (iii) Lessee assigns its\nrights in the sublease to Lessor and the Secured Party as additional collateral\nand security, (iv) Lessee's obligation to maintain and insure the Equipment is\nnot altered, (v) all financing statements required to continue the Secured\nParty's prior perfected security interest are filed, and (vi) Lessee executes\nsublease documents acceptable to Lessor.\n\nNo relocation or sublease will relieve Lessee from any of its obligations under\nthis Master Lease and the relevant Schedule.\n\n5.3 Assignment by Lessor. The terms and conditions of each Schedule have been\nfixed by Lessor in order to permit Lessor to sell and\/or assign or transfer its\ninterest or grant a security interest in each Schedule and\/or the Equipment to a\nSecured Party or Assignee. In that event, the term Lessor will mean the Assignee\nand any Secured Party. However, any assignment, sale, or other transfer by\nLessor will not relieve Lessor of its obligations to Lessee and will not\nmaterially change Lessee's duties or materially increase the burdens or risks\nimposed on Lessee. The Lessee consents to and will acknowledge such assignments\nin a written notice given to Lessee. Lessee also agrees that:\n\n(a)     The Secured Party will be entitled to exercise all of Lessor's\nrights, but will not be obligated to perform any of the obligations of Lessor.\nThe Secured Party will not disturb Lessee's quiet and peaceful possession and\nunrestricted use of the Equipment so long as Lessee is not in default and the\nSecured Party continues to receive all Rent payable under the Schedule; and\n\n(b)     Lessee will pay all Rent and all other amounts payable to the\nSecured Party, despite any defense or claim which it has against Lessor. Lessee\nreserves its right to have recourse directly against Lessor for any defense or\nclaim;\n\n(c)     Subject to and without impairment of Lessee's leasehold rights in\nthe Equipment, Lessee holds the Equipment for the Secured Party to the extent of\nthe Secured Party's rights in that Equipment.\n\n6. Net Lease; Taxes and Fees.\n\n6.1 Net Lease. Each Summary Equipment Schedule constitutes a net lease. Lessee's\nobligation to pay Rent and all other amounts due hereunder is absolute and\nunconditional and is not subject to any abatement, reduction, set-off, defense,\ncounterclaim, interruption, deferment or recoupment for any reason whatsoever.\n\n6.2 Taxes and Fees. Lessee will pay when due or reimburse Lessor for all taxes,\nfees or any other charges (together with any related interest or penalties not\narising from the negligence of Lessor) accrued for or arising during the term of\neach Summary Equipment Schedule against Lessor, Lessee or the Equipment by any\ngovernmental authority (except only Federal, state, local and franchise taxes on\nthe capital or the net income of Lessor). Lessor will file all personal property\ntax returns for the Equipment and pay all such property taxes due. Lessee will\nreimburse Lessor for property taxes within thirty (30) days of receipt of an\ninvoice.\n\n7. Care, Use and Maintenance; Inspection by Lessor.\n\n7.1 Care, Use and Maintenance. Lessee will maintain the Equipment in good\noperating order and appearance, protect the Equipment from deterioration, other\nthan normal wear and tear, and will not use the Equipment for any purpose other\nthan that for which it was designed. If commercially available and considered\ncommon business practice for each item of Equipment, Lessee will maintain in\nforce a standard maintenance contract with the manufacturer of the Equipment, or\nanother party acceptable to Lessor, and will provide Lessor with a complete copy\nof that contract. If Lessee has the Equipment maintained by a party other than\nthe manufacturer or self maintains, Lessee agrees to pay any costs necessary for\nthe manufacturer to bring the Equipment to then current release, revision and\nengineering change levels, and to re-certify the Equipment as eligible for\nmanufacturer's maintenance at the expiration of the lease term, provided\nre-certification is available and is required by Lessor. The lease term will\ncontinue upon the same terms and conditions until recertification has been\nobtained.\n\n7.2 Inspection by Lessor. Upon reasonable advance notice, Lessee, during\nreasonable business hours and subject to Lessee's security requirements, will\nmake the Equipment and its related log and maintenance records available to\nLessor for inspection.\n\n8. Representations and Warranties of Lessee. Lessee hereby represents, warrants\nand covenants that with respect to the Master Lease and each Schedule executed\nhereunder:\n\n(a)     The Lessee is a corporation duly organized and validly existing in\ngood standing under the laws of the jurisdiction of its incorporation, is duly\nqualified to do business in each jurisdiction (including the jurisdiction where\nthe Equipment is, or is to be, located) where its ownership or lease of property\nor the conduct of its business requires such qualification, except for where\nsuch lack of qualification would not have a material adverse effect on the\nCompany's business; and has full corporate power and authority to hold property\nunder the Master Lease and each Schedule and to enter into and perform its\nobligations under the Master Lease and each Schedule.\n\n(b)     The execution and delivery by the Lessee of the Master Lease and\neach Schedule and its performance thereunder have been duly authorized by all\nnecessary corporate action on the part of the Lessee, and the Master Lease and\neach Schedule are not inconsistent with the Lessee's Articles of Incorporation\nor Bylaws, do not contravene any law or governmental rule, regulation or order\napplicable to it, do not and will not contravene any provision of, or constitute\na default under, any indenture, mortgage, contract or other instrument to which\nit is a party or by which it is bound, and the Master Lease and each Schedule\nconstitute legal, valid and binding agreements of the Lessee, enforceable in\naccordance with their terms, subject to the effect of applicable bankruptcy and\nother similar laws affecting the rights of creditors generally and rules of law\nconcerning equitable remedies.\n\n\n                                      -1-\n   2\n\n(c)     There are no actions, suits, proceedings or patent claims pending\nor, to the knowledge of the Lessee, threatened against or affecting the Lessee\nin any court or before any governmental commission, board or authority which, if\nadversely determined, will have a material adverse effect on the ability of the\nLessee to perform its obligations under the Master Lease and each Schedule.\n\n(d)     The Equipment is personal property and when subjected to use by the\nLessee will not be or become fixtures under applicable law.\n\n(e)     The Lessee has no material liabilities or obligations, absolute or\ncontingent (individually or in the aggregate), except the liabilities and\nobligations of the Lessee as set forth in the Financial Statements and\nliabilities and obligations which have occurred in the ordinary course of\nbusiness, and which have not been, in any case or in the aggregate, materially\nadverse to Lessee's ongoing business.\n\n(f)     To the best of the Lessee's knowledge, the Lessee owns, possesses,\nhas access to, or can become licensed on reasonable terms under all patents,\npatent applications, trademarks, trade names, inventions, franchises, licenses,\npermits, computer software and copyrights necessary for the operations of its\nbusiness as now conducted, with no known infringement of, or conflict with, the\nrights of others.\n\n(g)     All material contracts, agreements and instruments to which the\nLessee is a party are in full force and effect in all material respects, and are\nvalid, binding and enforceable by the Lessee in accordance with their respective\nterms, subject to the effect of applicable bankruptcy and other similar laws\naffecting the rights of creditors generally, and rules of law concerning\nequitable remedies.\n\n9. DELIVERY AND RETURN OF EQUIPMENT.\n\nLessee hereby assumes the full expense of transportation and in-transit\ninsurance to Lessee's premises and installation thereat of the Equipment. Upon\ntermination (by expiration or otherwise) of each Summary Equipment Schedule,\nLessee shall, pursuant to Lessor's instructions and at Lessee's full expense\n(including, without limitation, expenses of transportation and in-transit\ninsurance), return the Equipment to Lessor in the same operating order, repair,\ncondition and appearance as when received, less normal depreciation and wear and\ntear. Lessee shall return the Equipment to Lessor at 6111 North River Road,\nRosemont, Illinois 60018 or at such other address within the continental United\nStates as directed by Lessor, provided, however, that Lessee's expense shall be\nlimited to the cost of returning the Equipment to Lessor's address as set forth\nherein. During the period subsequent to receipt of a notice under Section 2,\nLessor may demonstrate the Equipment's operation in place and Lessee will supply\nany of its personnel as may reasonably be required to assist in the\ndemonstrations.\n\n10. LABELING.\n\nUpon request, Lessee will mark the Equipment indicating Lessor's interest with\nlabels provided by Lessor. Lessee will keep all Equipment free from any other\nmarking or labeling which might be interpreted as a claim of ownership.\n\n11. INDEMNITY.\n\nWith regard to bodily injury and property damage liability only, Lessee will\nindemnify and hold Lessor, any Assignee and any Secured Party harmless from and\nagainst any and all claims, costs, expenses, damages and liabilities, including\nreasonable attorneys' fees, arising out of the ownership (for strict liability\nin tort only), selection, possession, leasing, operation, control, use,\nmaintenance, delivery, return or other disposition of the Equipment during the\nterm of this Master Lease or until Lessee's obligations under the Master Lease\nterminate. However, Lessee is not responsible to a party indemnified hereunder\nfor any claims, costs, expenses, damages and liabilities occasioned by the\nnegligent acts of such indemnified party. Lessee agrees to carry bodily injury\nand property damage liability insurance during the term of the Master Lease in\namounts and against risks customarily insured against by the Lessee on equipment\nowned by it. Any amounts received by Lessor under that insurance will be\ncredited against Lessee's obligations under this Section.\n\n12. RISK OF LOSS.\n\nEffective upon delivery and until the Equipment is returned, Lessee relieves\nLessor of responsibility for all risks of physical damage to or loss or\ndestruction of the Equipment. Lessee will carry casualty insurance for each item\nof Equipment in an amount not less than the Casualty Value. All policies for\nsuch insurance will name the Lessor and any Secured Party as additional insured\nand as loss payee, and will provide for at least thirty (30) days prior written\nnotice to the Lessor of cancellation or expiration, and will insure Lessor's\ninterests regardless of any breach or violation by Lessee of any representation,\nwarranty or condition contained in such policies and will be primary without\nright of contribution from any insurance effected by Lessor. Upon the execution\nof any Schedule, the Lessee will furnish appropriate evidence of such insurance\nacceptable to Lessor.\n\nLessee will promptly repair any damaged item of Equipment unless such Equipment\nhas suffered a Casualty Loss. Within fifteen (15) days of a Casualty Loss,\nLessee will provide written notice of that loss to Lessor and Lessee will, at\nLessee's option, either (a) replace the item of Equipment with Like Equipment\nand marketable title to the Like Equipment will automatically vest in Lessor or\n(b) pay the Casualty Value and after that payment and the payment of all other\namounts due and owing with respect to that item of Equipment, Lessee's\nobligation to pay further Rent for the item of Equipment will cease.\n\n13. DEFAULT, REMEDIES AND MITIGATION.\n\n13.1 DEFAULT. The occurrence of any one or more of the following Events of\nDefault constitutes a default under a Summary Equipment Schedule:\n\n(a)     Lessee's failure to pay Rent or other amounts payable by Lessee when\ndue if that failure continues for five (5) business days after written notice;\nor\n\n(b)     Lessee's failure to perform any other term or condition of the\nSchedule or the material inaccuracy of any representation or warranty made by\nthe Lessee in the Schedule or in any document or certificate furnished to the\nLessor hereunder if that failure or inaccuracy continues for ten (10) business\ndays after written notice; or\n\n(c)     An assignment by Lessee for the benefit of its creditors, the\nfailure by Lessee to pay its debts when due, the insolvency of Lessee, the\nfiling by Lessee or the filing against Lessee of any petition under any\nbankruptcy or insolvency law or for the appointment of a trustee or other\nofficer with similar powers, the adjudication of Lessee as insolvent, the\nliquidation of Lessee, or the taking of any action for the purpose of the\nforegoing; or\n\n(d)     The occurrence of an Event of Default under any Schedule, Summary\nEquipment Schedule or other agreement between Lessee and Lessor or its Assignee\nor Secured Party.\n\n13.2 REMEDIES. Upon the occurrence of any of the above Events of Default,\nLessor, at its option, may:\n\n(a)     enforce Lessee's performance of the provisions of the applicable\nSchedule by appropriate court action in law or in equity;\n\n(b)     recover from Lessee any damages and or expenses, including Default\nCosts;\n\n(c)     with notice and demand, recover all sums due and accelerate and\nrecover the present value of the remaining payment stream of all Rent due under\nthe defaulted Schedule (discounted at the same rate of interest at which such\ndefaulted Schedule was discounted with a Secured Party plus any prepayment fees\ncharged to Lessor by the Secured Party or, if there is no Secured Party, then\ndiscounted at 6%) together with all Rent and other amounts currently due as\nliquidated damages and not as a penalty;\n\n(d)     with notice and process of law and in compliance with Lessee's\nsecurity requirements, Lessor may enter on Lessee's premises to remove and\nrepossess the Equipment without being liable to Lessee for damages due to the\nrepossession, except those resulting from Lessor's, its assignees', agents' or\nrepresentatives' negligence; and\n\n(e)     pursue any other remedy permitted by law or equity.\n\nThe above remedies, in Lessor's discretion and to the extent permitted by law,\nare cumulative and may be exercised successively or concurrently.\n\n13.3 MITIGATION. Upon return of the Equipment pursuant to the terms of Section\n13.2, Lessor will use its best efforts in accordance with its normal business\nprocedures (and without obligation to give any priority to such Equipment) to\nmitigate Lessor's damages as described below. EXCEPT AS SET FORTH IN THIS\nSECTION, LESSEE HEREBY WAIVES ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE\nOR OTHERWISE WHICH MAY REQUIRE LESSOR TO MITIGATE ITS DAMAGES OR MODIFY ANY OF\nLESSOR'S RIGHTS OR REMEDIES STATED HEREIN. Lessor may sell, lease or otherwise\ndispose of all or any part of the Equipment at a public or private sale for cash\nor credit with the privilege of purchasing the Equipment. The proceeds from any\nsale, lease or other disposition of the Equipment are defined as either:\n\n(a)     if sold or otherwise disposed of, the cash proceeds less the Fair\nMarket Value of the Equipment at the expiration of the Initial Term less the\nDefault Costs; or\n\n(b)     if leased, the present value (discounted at 3 percent (3%) over the\nU.S. Treasury Notes of comparable maturity to the term of the re-lease) of the\nrentals for a term not to exceed the Initial Term, less the Default Costs.\n\nAny proceeds will be applied against liquidated damages and any other sums due\nto Lessor from Lessee. However, Lessee is liable to Lessor for, and Lessor may\nrecover, the amount by which the proceeds are less than the liquidated damages\nand other sums due to Lessor from Lessee.\n\n14. ADDITIONAL PROVISIONS.\n\n14.1 BOARD ATTENDANCE. One representative of Lessor will have the right to\nattend Lessee's corporate Board of Directors meetings and Lessee will give\nLessor reasonable notice in advance of any special Board of Directors meeting,\nwhich notice will provide an agenda of the subject matter to be discussed at\nsuch board meeting. Lessee will provide Lessor with a certified copy of the\nminutes of each Board of\n\n\n                                      -2-\n   3\n\nDirectors meeting within thirty (30) days following the date of such meeting\nheld during the term of this Master Lease.\n\n14.2 FINANCIAL STATEMENTS. As soon as practicable at the end of each month (and\nin any event within thirty (30) days), Lessee will provide to Lessor the same\ninformation which Lessee provides to its Board of Directors, but which will\ninclude not less than a monthly income statement, balance sheet and statement of\ncash flows prepared in accordance with generally accepted accounting principles,\nconsistently applied (the \"Financial Statements\"). As soon as practicable at the\nend of each fiscal year, Lessee will provide to Lessor audited Financial\nStatements setting forth in comparative form the corresponding figures for the\nfiscal year (and in any event within ninety (90) days), and accompanied by an\naudit report and opinion of the independent certified public accountants\nselected by Lessee. Lessee will promptly furnish to Lessor any additional\ninformation (including, but not limited to, tax returns, income statements,\nbalance sheets and names of principal creditors) as Lessor reasonably believes\nnecessary to evaluate Lessee's continuing ability to meet financial obligations.\nAfter the effective date of the initial registration statement covering a public\noffering of Lessee's securities, the term \"Financial Statements\" will be deemed\nto refer to only those statements required by the Securities and Exchange\nCommission.\n\n14.3 OBLIGATION TO LEASE ADDITIONAL EQUIPMENT. Upon notice to Lessee, Lessor\nwill not be obligated to lease any Equipment which would have a Commencement\nDate after said notice if: (i) Lessee is in default under this Master Lease or\nany Schedule; (ii) Lessee is in default under any loan agreement, the result of\nwhich would allow the lender or any secured party to demand immediate payment of\nany material indebtedness; (iii) there is a material adverse change in Lessee's\ncredit standing; or (iv) Lessor determines (in reasonable good faith) that\nLessee will be unable to perform its obligations under this Master Lease or any\nSchedule.\n\n14.4 MERGER AND SALE PROVISIONS. Lessee will notify Lessor of any proposed\nMerger at least sixty (60) days prior to the closing date. Lessor may, in its\ndiscretion, either (i) consent to the assignment of the Master Lease and all\nrelevant Schedules to the successor entity, or (ii) terminate the Lease and all\nrelevant Schedules. If Lessor elects to consent to the assignment, Lessee and\nits successor will sign the assignment documentation provided by Lessor. If\nLessor elects to terminate the Master Lease and all relevant Schedules, then\nLessee will pay Lessor all amounts then due and owing and a termination fee\nequal to the present value (discounted at 6%) of the remaining Rent for the\nbalance of the Initial Term(s) of all Schedules, and will return the Equipment\nin accordance with Section 9. Lessor hereby consents to any Merger in which the\nacquiring entity has a Moody's Bond Rating of BA3 or better or a commercially\nacceptable equivalent measure of creditworthiness as reasonably determined by\nLessor.\n\n14.5 ENTIRE AGREEMENT. This Master Lease and associated Schedules and Summary\nEquipment Schedules supersede all other oral or written agreements or\nunderstandings between the parties concerning the Equipment including, for\nexample, purchase orders. ANY AMENDMENT OF THIS MASTER LEASE OR A SCHEDULE, MAY\nONLY BE ACCOMPLISHED BY A WRITING SIGNED BY THE PARTY AGAINST WHOM THE AMENDMENT\nIS SOUGHT TO BE ENFORCED.\n\n14.6 NO WAIVER. No action taken by Lessor or Lessee will be deemed to constitute\na waiver of compliance with any representation, warranty or covenant contained\nin this Master Lease or a Schedule. The waiver by Lessor or Lessee of a breach\nof any provision of this Master Lease or a Schedule will not operate or be\nconstrued as a waiver of any subsequent breach.\n\n14.7 BINDING NATURE. Each Schedule is binding upon, and inures to the benefit of\nLessor and its assigns. LESSEE MAY NOT ASSIGN ITS RIGHTS OR OBLIGATIONS.\n\n14.8 SURVIVAL OF OBLIGATIONS. All agreements, obligations including, but not\nlimited to those arising under Section 6.2, representations and warranties\ncontained in this Master Lease, any Schedule, Summary Equipment Schedule or in\nany document delivered in connection with those agreements are for the benefit\nof Lessor and any Assignee or Secured Party and survive the execution, delivery,\nexpiration or termination of this Master Lease.\n\n14.9 NOTICES. Any notice, request or other communication to either party by the\nother will be given in writing and deemed received upon the earlier of (1)\nactual receipt or (2) three days after mailing if mailed postage prepaid by\nregular or airmail to Lessor (to the attention of \"the Comdisco Venture Group\")\nor Lessee, at the address set out in the Schedule, (3) one day after it is sent\nby courier or (4) on the same day as sent via facsimile transmission, provided\nthat the original is sent by personal delivery or mail by the sending party.\n\n14.10 APPLICABLE LAW. THIS MASTER LEASE HAS BEEN, AND EACH SCHEDULE WILL HAVE\nBEEN MADE, EXECUTED AND DELIVERED IN THE STATE OF ILLINOIS AND WILL BE GOVERNED\nAND CONSTRUED FOR ALL PURPOSES IN ACCORDANCE WITH THE LAWS OF THE STATE OF\nILLINOIS WITHOUT GIVING EFFECT TO CONFLICT OF LAW PROVISIONS. NO RIGHTS OR\nREMEDIES REFERRED TO IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE WILL BE\nCONFERRED ON LESSEE UNLESS EXPRESSLY GRANTED IN THIS MASTER LEASE OR A SCHEDULE.\n\n14.11 SEVERABILITY. If any one or more of the provisions of this Master Lease or\nany Schedule is for any reason held invalid, illegal or unenforceable, the\nremaining provisions of this Master Lease and any such Schedule will be\nunimpaired, and the invalid, illegal or unenforceable provision replaced by a\nmutually acceptable valid, legal and enforceable provision that is closest to\nthe original intention of the parties.\n\n14.12 COUNTERPARTS. This Master Lease and any Schedule may be executed in any\nnumber of counterparts, each of which will be deemed an original, but all such\ncounterparts together constitute one and the same instrument. If Lessor grants a\nsecurity interest in all or any part of a Schedule, the Equipment or sums\npayable thereunder, only that counterpart Schedule marked \"Secured Party's\nOriginal\" can transfer Lessor's rights and all other counterparts will be marked\n\"Duplicate.\"\n\n14.13 LICENSED PRODUCTS. Lessee will obtain no title to Licensed Products which\nwill at all times remain the property of the owner of the Licensed Products. A\nlicense from the owner may be required and it is Lessee's responsibility to\nobtain any required license before the use of the Licensed Products. Lessee\nagrees to treat the Licensed Products as confidential information of the owner,\nto observe all copyright restrictions, and not to reproduce or sell the Licensed\nProducts.\n\n14.14 SECRETARY'S CERTIFICATE. Lessee will, upon execution of this Master Lease,\nprovide Lessor with a secretary's certificate of incumbency and authority. Upon\nthe execution of each Schedule with a purchase price in excess of $1,000,000,\nLessee will provide Lessor with an opinion from Lessee's counsel in a form\nacceptable to Lessor regarding the representations and warranties in Section 8.\n\n14.15 ELECTRONIC COMMUNICATIONS. Each of the parties may communicate with the\nother by electronic means under mutually agreeable terms.\n\n14.16 LANDLORD\/MORTGAGEE WAIVER. Lessee agrees to provide Lessor with a\nLandlord\/Mortgagee Waiver with respect to the Equipment. Such waiver shall be in\na form satisfactory to Lessor.\n\n14.17 EQUIPMENT PROCUREMENT CHARGES\/PROGRESS PAYMENTS. Lessee hereby agrees that\nLessor shall not, by virtue of its entering into this Master Lease, be required\nto remit any payments to any manufacturer or other third party until Lessee\naccepts the Equipment subject to this Master Lease.\n\n14.18 DEFINITIONS.\n\nADVANCE - means the amount due to Lessor by Lessee upon Lessee's execution of\neach Schedule.\n\nASSIGNEE - means an entity to whom Lessor has sold or assigned its rights as\nowner and Lessor of Equipment.\n\nCASUALTY LOSS - means the irreparable loss or destruction of Equipment.\n\nCASUALTY VALUE - means the greater of the aggregate Rent remaining to be paid\nfor the balance of the lease term or the Fair Market Value of the Equipment\nimmediately prior to the Casualty Loss. However, if a Casualty Value Table is\nattached to the relevant Schedule its terms will control.\n\nCOMMENCEMENT DATE - is defined in each Schedule.\n\nDEFAULT COSTS - means reasonable attorney's fees and remarketing costs resulting\nfrom a Lessee default or Lessor's enforcement of its remedies.\n\nDELIVERY DATE - means date of delivery of Inventory Equipment to Lessee's\naddress.\n\nEQUIPMENT - means the property described on a Summary Equipment Schedule and any\nreplacement for that property required or permitted by this Master Lease or a\nSchedule.\n\nEVENT OF DEFAULT - means the events described in Subsection 13.1.\n\nFAIR MARKET VALUE - means the aggregate amount which would be obtainable in an\narm's-length transaction between an informed and willing buyer\/user and an\ninformed and willing seller under no compulsion to sell.\n\nINITIAL TERM - means the period of time beginning on the first day of the first\nfull Rent Interval following the Commencement Date for all items of Equipment\nand continuing for the number of Rent Intervals indicated on a Schedule.\n\nINTERIM RENT - means the pro-rata portion of Rent due for the period from the\nCommencement Date through but not including the first day of the first full Rent\nInterval included in the Initial Term.\n\nLATE CHARGE - means the lesser of five percent (5%) of the payment due or the\nmaximum amount permitted by the law of the state where the Equipment is located.\n\nLICENSED PRODUCTS - means any software or other licensed products attached to\nthe Equipment.\n\nLIKE EQUIPMENT - means replacement Equipment which is lien free and of the same\nmodel, type, configuration and manufacture as Equipment.\n\n\n                                      -3-\n   4\n\nMERGER - means any consolidation or merger of the Lessee with or into any other\ncorporation or entity, any sale or conveyance of all or substantially all of the\nassets or stock of the Lessee by or to any other person or entity in which\nLessee is not the surviving entity.\n\nNOTICE PERIOD - means not less than ninety (90) days nor more than twelve (12)\nmonths prior to the expiration of the lease term.\n\nOWNER - means the owner of Equipment.\n\nRENT - means the rent Lessee will pay for each item of Equipment expressed in a\nSummary Equipment Schedule either as a specific amount or an amount equal to the\namount which Lessor pays for an item of Equipment multiplied by a lease rate\nfactor plus all other amounts due to Lessor under this Master Lease or a\nSchedule.\n\nRENT INTERVAL - means a full calendar month or quarter as indicated on a\nSchedule.\n\nSCHEDULE - means either an Equipment Schedule or a Licensed Products Schedule\nwhich incorporates all of the terms and conditions of this Master Lease.\n\nSECURED PARTY - means an entity to whom Lessor has granted a security interest\nfor the purpose of securing a loan.\n\nSUMMARY EQUIPMENT SCHEDULE - means a certificate provided by Lessor summarizing\nall of the Equipment for which Lessor has received Lessee approved vendor\ninvoices, purchase documents and\/or evidence of delivery during a calendar\nquarter which will incorporate all of the terms and conditions of the related\nSchedule and this Master Lease and will constitute a separate lease for the\nequipment leased thereunder.\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Master Lease on or as\nof the day and year first above written.\n\n  EGROUPS, INC.                          COMDISCO, INC.,\n  as Lessee                              as Lessor\n\n  By:                                    By:\n     -------------------------------        ------------------------------------\n  Title:                                 Title:\n        ----------------------------           ---------------------------------\n\n\n                                      -4-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7153],"corporate_contracts_industries":[9498],"corporate_contracts_types":[9613,9620],"class_list":["post-42543","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-comdisco-inc","corporate_contracts_industries-retail__equipment","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42543","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42543"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42543"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42543"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42543"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}