EQUIPMENT SCHEDULE#
Dated October 02, 2017
I. This Schedule covers
the following properly ("Equipment"):
56 DR2E AC GOLF CARS
2. Location of Equipment:
BEN1"E'IT VALLEY GOLF COURSE
3330 YULUPA AVE.
SANTA ROSA, CA 90630
3. The Lease Terms for the Equipment described herein shall ce)mmence on of:
A 60 MONTH LEASE ENDING OCTOBER 2022.
4. Rental paymentS on. the Equipment shall be due on the following schedule:
Schedule of Payments:
117637
�ovember 21. 2017
45 MONTHLY PA VMENTS IN THE AMOUNT OF 53,668.00 (APPLICABLE TA.US TO BE BILLED}.
STARTING SOVE.\fBER 2017 A.IW ENDING OCTOBER 2022. DUE THE 28TH DAV OF THE MONTH AS FOLLOWS:
NaY-17S3,&68.IIO
S. Other terms:
Mar-18 $3,668.00
Apl'-18 $3,668.00
May-18 $3,668.00
Jun-18 $3,668.00
Ju).18 $3,668.00
AUg-18 $3,668.00
Sep-18 $3,6611.DD
Oct-18 $3,668.00
Nav-18 $3,668.00
Mar-19 $3,668.00
Apr-19 $3,668.00
May-19 $3,668.00
lun·19 $3,668.00
Jul-19 $3,668.00
AUg•19 $3,668.00
Sep-19 $3,668.00
Ott-19$3,6'8.00
NGY-19 $3,'68.00
Mar.ZO $3,668.00
Apr-20 $3,6'8.00
Mav-21> $3,668.00
Jun-20 53,668.00
Jul-20 $3,668.00
Al9-20S3,668.00 Sep-20 $3,668.DD
Oct-20 $3,668.00
Ncw-20 $3,668.00
Mar-21 $3,668.00
Apr-21 $3,668.00
Mav-21 $3,668.00Jun-21 $3,668.00
Jul•21 $3,668.00
AUg·21 $3,668.00
Sel>-21 $3,6'8.00
Oct-21 $3,t68.00
Nw-21, S3,668.00
Mar-22 $3,668.00
Apr-22 S3,668.00
May-22 $3,668.00
Jun-22 $3,668.00
Jul-22 $3,668.00
Aug-22 $3,668.00
Sep-22 S3,668.00
OCl:·22 $3,668.00
and sbaU consist
Lessee agrees to reimburse Lessor, who shall pay an assessed pn,perty m.,es due on lhe equipment k3sed pursuant to section 6.l of lhe Master l� 'Agreement dated Odobff 02, 2017 between the panics (lhe MLease-).
Yamaha Motor Corporation. U.S.A.. Lessor and their n:spec:tive subsidiaries are not obligated to perform or pro,·ide any maintcaance or service. under any circulDSUlllces. under lbe ICl1DS of the Lease. Mainlenance 1111d sen-Ice aRthe n:sponsibilit)· of the Lessee. Failure by Lessee io maintain or senice the equipment consistent with the terms of the J..c:ase shall not relieve Lessee of the n:sponsibilities under the I.ease.
Signed c.'oumcrpans: The: panics agree lhat this E.'lllibit A to the Lease mil) � signed in c:ountcrparts. thal deli,'CIY of an executed counterpan of the signature page to this E.'Chibit A to the Leax by fa.", email or other electronic: means shall be as effective as delh·ery of a manually executed counterpart. and an)· failure to deliver the original manually executed counterpart sent by fa"-email or olbcr elcc:tronic means shall not affect the ,'alidity. enforceability or binding eff'ect of this Ellilibit A to the Lease. Not\\ithstanding any other pro,ision of the� the sole original of this E.'thibit A to the lease and the I.ease shall be the ones bearin& the manually C'Xl.."CUted signature of the Lessor. The Lessee. by making any pa)mcnt required under this Lease. ratifies all of the tcnns of this Eichiblt A to the Lease and Che Lease Master Lease: This Exhibit A to the Lase. Equipment Schedule, are issued pursuant to the Lcuse. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Lease.
All terms and condi1ions. representations and \\ammtics of the Lease are hereby nnifted and incorporated hc:lein and made a pan hereof DS if they \\"Cre expressly set forth in dais Exhibit A, Equipment Schedule and this Exhibit A. Equipment Schedule. eob'titutcs a separate lease \\itb � to the Equipment described herein.
�EE: BE,1T VALLEY GOLF SHOP. INC.
; By: /I���"
Si� 7
·•Name: �hf-/1- Lfol'owia
J'ypeorPrint
�Title: ?�1iA°'�f- /0/JIAe/'
17127637
By:
Name: Kim Ruiz
Type or Print
Title: Pn:sident
EXHIBIT B
Commercial Finance
MASTER LEASE AGREEMENT
17127637
OYAIAHA
YAMAHA MOTOR FINANCE CORPORATION, U.S.A.
MASTER LEASE AGREEMENT dated as of October 2, 2017 by and between Yamaha Motor Finance Corporation, U.S.A. (hereinafter called "Lessor") having its principal office and place of business at 6555 Katella Avenue, Cypress, California 90630 and BENNETT VALLEY GOLF SHOP INC (hereinafter called "Lessee") having its principal office and place of business at 3330 YUi UPA AVE SANTA ROSA CA 95405
1. PROPERTY LEASED. In con11ldenltlon of the agl'Mfflent ID rent by Lenee and the covenants and agreements of Le•- hereinafter set forth, Lessor heleby leases to LeuN all of the tangible personal property 1111111d on each Equipment Schedule e,cecullld pinuant ID thill Ma111er Leese (with n,spec:t ID any Equipment Schedule, heleinaftllr called the "Equipment"). Each Equipment Schedule shall be sublltantlaDy In the fonn ann8lled hentto n Exhibit A and made a part hereof shall incorporatB all of the tann■ and conditions of thill MastBr L- and shaR contain IIUCh additional terms and conditions as Lessor and LeuN shall agree upon.
2. TERM. The tann of thill Ma111er Leese shall commence on the datB set forth ebove and shall continue in effect theniafter so long as any Equipment Schedule entered into pursuant to thill Master Lease remains in effect. The lease tBnn for each Equipment Schedule shall commence on the date on which the Equipment llsllld on ■aid Equipment Schedule is delivered to Lessee (hereinafter called the "Commencement 08111") and shall continue for the number of fuD months 11111 forth In such Equipment Schedule (haralnaftllr called the "Lease Tenn").
3. RENT AND PAYMENT. Le- shall pay ID Lessor, as rental for the Equipment during each month of the Lease Tenn of any Equipment Schedule, the Monthly Rent set forth In IIUCh Equipment Schedule plus any taas, fees. ate. a110Ciallld with proper flings and ownership by Lessor. The amount of the rent is clelllrmlned based on an amOltizatlon of the pU!Ch- prtce tit the Equipment. Rent shall be paid ID Lessor by check or wire transfer at the address of Lessor 11111 forth above or at such other place a Lessor shall designate In writing, or, If ID an a11ignee of Lessor shall designate in writing, and shal be paid free and deer of all clalms, demands or 11111-offs against L- or such assignee. Whenever any payment (of rent or atheiwtse) ill not made when due hereunder, LesHe shall pay lnlllnist on auch amount from the due date tharetif to the date of such payment at the lower of LellOl"1 then prevailing rate for late payments specified In Lauor'1 Invoice to Les- for such payment or the rnuimum allowable rate of intltnist permitted by the law of the state where the Equipment la located (the "Overdue Rate") ID the date of payment .
4. DELIVERY AND ACCEPTANCE; WARRANTY AND DISCLAIMER OF
WARRANTIES.
4.1 Dellvery and Acceptance. Lessee shall select and take deliwry of all Equipment laned heleunder directly from Yamaha, a Yamaha Authorized Dealer, or authorized agent (the "Dealer"). All COlltl of delivery are the sole responslbDity of Le•-- Lessor shall not be liable for any loss or damage resulting from the delay or failure to have any Equipment available for delivery. leaHe shall inspec:t the Equipment ID datarmlne that the Equipment Is 81 repn,sented and has been equipped or prepared in accordance with any prior Instruction& given In writing by leaHe to Dealer. Le■He shall accept the Equipment If It meets the criteria set forth In the preceding sentence and 1hal execute and deliwr ID Yamaha a Certilic:ata of A0ceptBnce with n,spec:t ID each shipment of Equipment For all purpose11 of this Lease. the Equipment wil be considered accepllld upon a,cecutlon of the Cartific:ate of Acceptance which must be delivered ID Lessor within 7 daya of the delivery d the Equipment or the Equipment will be deemed accepllld by the lellll8e . Le■He authorizes Lessor to insert In each Equipment Schedule the Nllat number and other Identifying data of the Equipment
4.2 Warn,nty and Dl■clalmer of W■m1ntln. L-or warrant& ID Les- that, so long a, L- &hall not be in default of any of the provisions of the applicable Equipment Schedule. neither Lessor nor any 811ignea of Lessor wlll disturb Le-•• quiet and peaceful possession of the Equipment and Le■He's unrestricted use theretif for Its inlltnded purpose. In addition, Equipment leased to Le- hereunder is warranted only In accordance with the manufacturer's warranty, which may be amended or modified from time ID time only by Lessor. OTHER THAN THE WARRANTY
CONTAINED IN THE MANUFACTURER'S WARRANTY OR AS REQUIRED BY LAW
AND EXCEPT AS EXPRESSLY PROVIDED ABOVE, LESSOR DISCLAIMS ANY
OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT BY WAY
OF LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. NON-INFRINGEMENT AND NON-INTERFERENCE.
LESSOR DISCLAIMS ANY LIABILITY FOR INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES OR COMMERCIAL LOSSES SUFFERED BY LESSEE OR ANY THIRD PARTY. No defect, unfilnall1, 1011, damage or other condition of the Equipment shall relieve Le■He of the obligation ID pay any inatallment of rent or any other obligation under this Lease. Lessor agrees, so long as there llhall not have occurred or be continuing any Event rA Default as defined In thla Lease or event which with lapse of time or notice, or both, might become an Event of Default hereunder, that Leasor wlll permit Lessee to enforce in Lessee's own name and at Lessee's IDie expense any suppllar'a or manufacturer'& warranty or agreement In respec:t of the Equipment to the extent that such warranty or agreement is assignable.
I. TITLE AND ASSIGNMENT.
1.1 T111e. Nothing contained In any Equipment Schedule &hall give or convey ID Le11ee any right, title or intBnist in or ID the Equipment, ucept aa a Le•- as 11111 forth therein and lellll8e repreHntll and agrees that Le11ee shall hold the Equipment 111bjact and aubonlinate ID the rights of the lellsor or any ci Its alllign- and lellN ahal furnish 17127637
Leasor with such documentation aa Lessor shall reasonably require with n,spec:t therelD, Lessor la hereby authorized by Lessee, at Lessor's expense. to cause this Master Lease, any Equipment Schedule or any atatemant or other lnatrument in respec:t of any Equipment Schedule 81 may be required by law showing the intereat of Lessor or any of it& assignees In the Equipment to be filed and Le- hereby authorizes Leasor or Its agent or assign& ID aign and execute on ita behalf any and all necessary UCC-1 forms for such purpose. L- shall, at Its expense. protect and defend La1sor'1 title as wall as the Interest rA any assignee of Leasor against all persona claiming against or through Le•- and &hall at all times keep the Equipment free and clear from any legal proc:eu, liens or encumbrances whatsoever (except any placed thereon by Lessor) and shal give Lessor immediate written notice thereof and shall indemnify and hold Lessor and any assignee hannl- from and againlll any loss cntated thereby. Lessor and Lessee hereby intend thl1 transaction ID be a lease. In the event that for any reason it ill not deemed a lease the lellll8e hereby grants Lessor a IIICUrity Interest In the leased property.
11.2 Location, lnapactlon. Le11ee 1hall not move the Equipment from the location specified on the Equipment Schedule without the prior written COMent of Lessor, which consent shall not be unreasonably withheld. Leasor. !If Its agents, 1ha8 have the right from time ID time and during normal business hours ID enter upon Lessee·• premises where the Equipment ill located ID conllnn the existence, condition and proper maintenance of the Equipment and Le11ee shall make Its maintenance record• regarding the Equipment avalable at such time or times ID inspection by Lessor or its agents.
U ANlgnment.
(a) Leuee shall not sell, transfer, aulgn, pledge or 1ublease (except for lhort-lllrm rentals ID golf course patrons in the ordinary course of business) the Equipment, this Lease, or any lntenist In either, without the prior written consent rA Lessor. (b) L- may alllign this Lease and its rights hereunder, in whole or in part, without LeuN'■ consent. If LesHa ill given notice of any aaslgnment by Lessor, Lessee agrees ID pay directly ID IIUCh assignae al sums payable hereunder If so directed. (c) Any ■1slgnment or transfer by LelllOr llhall not materially change L•-•• duties or obllgatlonll under this Lene nor materially increase the burdens or risks imposed on Lessee and any alignment or tranllfer by Le11or In accordance with the tenn1 hereof ii pennitled even if the assignment or transfer Is deemed ID materially affect the inlllrest of the Lnsee.
8. NET LEASE, TAXES AND FEES.
6.1 Net Lene. l.ellsor and Lessee acknowledge and agree that each Equipment Schedule constitutes a net lease and that Le11H01 obligation to pay all Monthly Rent and any and all amounts payable by Lellff under any Equipment Schedule shall be absolute and unconditional and shall not be aubject ID any abatement, reduction, Ht off, defense. counterdalm, Interruption, defennent or recoupment for any reason whatsoever. and that such payment& llhan be and continua ID be payable in all eventa.
8.2 Tun and F-. Lessor shall pay all property taxes and sales and use tax due on the equipment leased pursuant ID this agreement. Le•- agrees ID reimburse and indemnify and hold hannless from and against all taas, fees or other chargaa of any nature whatsoever (IDgether with any ralallld intanist or penaltle1 thereon) now or hereinaftllr imposed or a&Hssed during the tenn of each Equipment Schedule againat Lessor, Le■He or the Equipment by any govemmental authority upon or with rnpec:t ID the Equipment or upon the ordering, purchase. &ale, ownership, delivery, leasing, po11elllion, UH, operation, return or other disposition thereof or upon the rents, receipts or earnings arlling therefrom or upon or with n,spec:t ID any Equipment Schedule (excepting only Federal, State and Local taxes based on or measured by the net Income of Leasor).
7. CARE, USE AND MAINTENANCE; ALTERATIONS AND ATTACHMENTS, AND INSPECTION BY LESSOR.
7.1 Cara, UN and Malntanance. Lessee shall, at Its sole expense, at all times during the tenn of eech Equipment Schedule, keep the Equipment clean. serviced and maintained In good operating order, repair, condition and appearance In accordance with lellsor's manual& and other instructions received from Le11or. lelHe shall, at its BOia expanse, antar lnlD an Equipment Senliclng Agreement with the manufacturer of the Equipment or auch other party as shall be acceptable to Lessor under which 1ystematlc ln■pectlon. maintenance and repair ID the Equipment shall be parfonned and shan provide lellsor with a copy of such contract and au supplement& thereto which are applicable ID the Equipment. All replacement parts and repairs made to or placed upon the Equipment shall become the property of Lessor and be subject to this Leese.
7.2 Altefatlone and Attachments. Le- may, with Leasor's prior written consent, make IIUCh cosmetic modillcallon1 to the Equipment as � may deem desirable in the conduct of Its busin811; provided, however, that such alterations shall not diminish the value or utlity of the Equipment, or cause the 1011 of any warranty LSE0906
thereon or any certification necessary for the maintenance thereof; and provided, fur1her, that such modification shaD be removable without causing damage to the Equipment Upon retum of the Equipment to Lessor, Lessee shall, if lessor so elects, remove such modifications which have been made and shall restore the Equipment to Its original condition, reasonable wear and tear and depreciation excepted.
7.3 Acceptance GulclellnH for Retum of Leuecl Equipment. Any Equipment returned with "Normal Wear and Tear" will be acceptable. "Nonnal Wear and Tear" will not include:
(a) Tlre8 which are damaged, gouged, or cut so as to be in an unsafe operating condition:
(b) Missing tire(s) or wheel(s), induding spare If originally Included; (c) Bent, twisted, dented, dinged, or gouged bumper(s):
(d) Any missing part(s) or accessory(s) that was originally delivered with the Equipment or any components to Lessee as either factory-Installed or dealer installed optional accessories requiring any modifications for installation:
(e) Any mechanical repairs on any components or suspension which may be required due to abuse, accident, negligence or the lack of proper maintenance, or any repairs required which are not considered "Normal Wear and Tear".
8. REPRESENTATIONS AND WARRANTIES OF LESSEE. lessee hereby represents that wlth respect to the Master lease and each Equipment Schedule executed hereunder:
(a) The execution, deUvery and performance thereof by the lessee have been duly authorized by all necessary corporate or other action.
(b) The Individual executing such was duly authorized to do so. (c) The Master Lease and each Equipment Schedule constitute legal, valid and binding agreements of the lessee enforceable in acx:onlance with their rnpectiYe terms.
(d) The Equipment is personal property and when subjected to use by the Lessee will not be or become fixtures under applicable law.
•• DELIVERY AND RETURN OF EQUIPMENT. Lessee hereby assumes the full expense of transportation and in-transit insurance from the Dealer to lessee's premises and delivery thereat of the Equipment Upon termination (by expiration or otheiwise) of each Equipment Schedule, l&11ee shall, pursuant to Lessor's instructions and at Lessee's expense (lndudlng, without limitation, expenses of transportation and in-transit Insurance), return the Equipment to l8110r In the same operating order, repair, condition and appearance as when receiYed, less normal dep,edation and wear and tear. The Equipment shall be inspected by an agent of lessor and a Condition Report shaU be completed by such agent and signed by Lessee to determine the Equipment return condition. Lessee agrees to reimburse lessor for any ucess wear and tear which shall be determined by reference to the Acceptance Guidelines, lnduding physical intertor and extertor excess wear and tear and excess mechanical wear and tear whether noted on the Condition Report or subsequently dlllCOY8red. Lessee shall return the Equipment to lessor at Its address set forth herein or at such other address within the United States of Amertca as direded by Lessor.
10. LABELING. lessee agrees that, upon the request of l8110r, It shall cause the Equipment to be plainly, permanently and conspicuously mar1ced, by stenciting or by metal tag or plate affixed thereto, indicating Leasor's interest in the Equipmenl Lessee shaU replace any such stenciling, tag or plate which may be removed or dest,oyed or become illegible. Lessee shall keep all Equipment free from any mar1clng or labeling which might be interpreted 81 a claim of ownership thereof by Lessee or any party other than Lessor or anyone so clalmlng through lessor.
11. INDEMNITY. Lessee shall and does hereby Indemnify and hold Lessor and any of Its assignees harmless from and against any and all claims, costs, expenses, damages, lossea, and liabilities (lnduding negligence, tort and strict liability), including reasonable attorney's fees, arising out of or In any manner connected with the ownership, selection, possession, leasing, renting, purchase, financing, operation, control, use, mainten_ance, transportation, storage, repair, delivery, return or other disposition of the Equipment including, without limitation, claims for injury to or death of persons and for damage to property. Leasee agrees to give l8110r prompt notice of any such daim or liability.
12. RISK OF LOSS. lessor and Lessee agree 81 follows:
(a) Effective upon delivery of the Equipment to Lessee and until the Equipment is returned to Lessor as provided herein, lessee relieY88 lessor of responsibility for all risks of physical damage to or loss or destruction of the Equipment, howsoever caused. During the continuance of this agreement lessee shall, at Its own expense, cause to be carried and maintained casualty insurance with respect to each Item of Equipment designated in this Equipment Schedule and public liability insurance, in each case in amounts and against riaks aiatomarily insured against by the Lessee on similar equipment and, in any event, in amounts and against risks (I) acceptable to l8110r, and (ii) comparable to those Insured against by the lessee on equipment owned by It. All policies with respect to such insurance shall name the Lessor as additional aasured &!Id (together with any assignee or secured party) as loss payee, and shall provide for at least 30 clays· prior wrttren notice by the underwriter or insurance company to the lessor in the event of cancellation or expiration. The lessee shall fumish appropriate evidence of such Insurance. (b) Lessee shall bear the entire risk of loss, theft, destruction or damage to the Equipment from any cause whatsoever and shall not be relieved of the obligation to pay the total of the Monthly Rental Payments or any other obligation hereunder because of any such occunence. In the event of damage to.any Equipment leased hereunder, Lessee, at Its sole expense, shall immediately place the same in good repair and operating condition. If Lessor determines that any Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee shall pay to lessor within 17127637
thirty (30) days of such loss, theft, destruction or damage, the unpaid balance of Monthly Rental Payments for the term of the Lease discounted at a rate of 8% per annum, for such Equipment plus the then-current Fair Mmet Value of such Equipment established by the Lessor, and any other charges or sums due under Equipment established by the Lessor, and any other charges or sums due under the Lease which may be allocated to such Equipment. At the sole discretion of Lessor, Lessee may replace any Equipment that is lost. stolen, destroyed or damaged beyond repair with other Equipment of equal or greater value reasonably acceptable to the lessor. In no event shall Lessor be liable for any 1018 of profits, inconvenience, or other consequential damages which result from the theft, damage, loss, defect or faHure of any Equipment or the time which may be required to recover, repair, senrice, or replace the Equipment. l811or shall have the right to apply any and all proceeds of insurance against any obligation of lessee under this Lease.
13. DEFAULT. The occurrence of any one or more of the following events (herein called "Events of Default") shall constitute a default under an Equipment Schedule:
(a) Default by lessee in the payment of any installment of Monthly Rent or other charge payable by lessee under such Equipment Schedule as and when the same becomes due and payable; or
(b) Default by lessee in the performance of any other material term, covenant or condition of such Equipment Schedule or the inaccuracy in any matelial respect of any reprasentation or warranty made by the Lessee in such Equipment Schedule, this agreement, or in any document or certificate fumished to the lessor in connection therewith, which default or inaccuracy shall continue for a period of 1 o days alter notice: or
(c) A petition under the Bankruptcy Code or under any other insolvency law providing for the relief of debtors shall be filed by or against lessee: or (d) The voluntary or involuntary making of an assignment of a substantial portion of Its assets by Lessee for the benefit of creditors shaU occur; a receiYer or trustee for lessee or for Lessee's assets shall be appointed; any formal or Informal proceeding for dissolution, liquidation, settlement of daims against or winding up of the affairs of lessee shall be commenced; or Lessee shall cease doing business as a going c:oncem;or
(e) The default by lessee under any other Equipment Schedule or other agreement between lessee and lessor or any of Its assignees hereunder; or (f) The Lessee shall suffer an adverse material change in Its financial condition from the date hereof, and as a result thereof lessor deems itself or any of Its Equipment to be insecure.
14. REMEDIES. Upon the occurrence of any one or more Events of Default, Lessor, at Its option, may (1) proceed by appropriate court action or actions either at law or In equity to enforce performance by lessee of the applicable covenants and terms of the applicable Equipment Schedule, or to recover from Lessee any and au damages or expenses, lnduding reasonable attorneys' fees, which Lessor shall have sustained by reason of lessee's default in any covenant or covenants of the applicable Equipment Schedule or on account of Lessor's enforcement of its remedies thereunder, or (2) without notice or demand, accelerate the balance of the Monthly Rentals thereafter accruing under the applicable Equipment Schedule, wlllch, together wtth all rent and other amounts then due shall become immediately due and payable, as Uquidated damages and not a penalty and Lessor shall have the right to the extent permitted by law: (i) to recover all sums so due thereunder; (ii) to retake immediate possession of the Equipment without any process of law and for such purpose l8110r may enter upon premises where the Equipment may be located and may remove the same therefrom without notice, and without being liable to lessee therefore, except that Lessor shall be liable for damages resulting from the fault or gross negligence of lessor, lessor's assignee or their respective agents and representatives in any such entry or repossession: (IH) to sell, lease or otherwise dispose of all or any portion of the Equipment, wtth the privilege of becoming the purchaser thereof, at public or prtvate sale, for cash or on credit and without notice of Its intention to do so or of its doing so, in which event Lessor shall apply the cash proceeds from any sale or other disposition (less the estimated Fair Mar1cet Value of the Equipment at the expiration of the Lease Term or any extension thereof), or the present value (discounted at the Overdue Rate) of the rentals under any lease for a term not to elllC8ed the expiration of the lease Term or any extension thereof (all such amounts to be called "Proceeds" hereinafter), 1811 all reasonable costs and expenses incurred in connection with the recovery, repair or storage of the Equipment or the transaction Itself, against all sums due from Lessee and to the extent and in the manner permitted by law, l&11ee shall be liable to l&11or for the amount by which the Proceeds of any such transaction, less the reasonable expenses of retaking, storing, repairing and the transaction Itself, induding reasonable attorneys' fees incurred by the lessor, Is less than all sums due from lessee under the applicable Equipment Schedule; and (IY) to pursue any other remedy permitted by law or equity. If Lessor elects not to sell, re-lease or otherwise dispose of all or part of the Equipment or does so by a re-leaie wlllch is not made in a manner substantially similar to the applicable Equipment Schedule or the measure of damages above are not allowable under any applicable law, Lessor may recover the mar1cet value, if any, as of the date of any such Event of Default of the rant reasonably estimated by lessor to be obtainable for the Equipment during the lease Term or any renewal thereof then in effect, plus any accrued and unpaid rent as of the date of any such Event of Default. The above remedies, to the extent permitted by law, any one of which lessor need not. in Its discretion, exercise, shall be deemed cumulative and may be exercised successively or concurrently. Lessee shall reimburse lessor for all reasonable costs and expenses incurred in connection with the enforcement of any right or remedy under such Equipment Schedule, including reasonable attorneys' fees. Except as set forth in this Section and to the LSE0906
Oct 06 17 03:00p Borowicz
Blll9nl pennllled lly aJIIIIICallla raw. l- hem, � anv rlgl'ill now or llermbr corlenad llf alabf.lt orOlha,.._ wtlk:11 ma, recpre l.eliaorta lel� lease or Cllmwlse ci• any Equipment In mll;ltton or Laaot'1 d.,.._ or whlctl may alllfflllse 11111n o, modify •� of ._.1m'1 rfghls o, rernellas. Fair Mallet Vllue or the Equipmenl llllall ba dall!rrnned 11n the 11a111 f/1 llnd 1111111 be 1119 111119ragata 1maunl wllldl wauld lie oll1ainabla al Ille exsiratlon or 1111 Leal8 Tann of any 81d1111Sion tlleaeol' in an arm'l-lenglh lrlnalctbn bel\lleen an lrlomled end wiling buy81'1user aid an lnrolmed end 111lllng...., uncter no mmpulsian ID sell
11. LESSEE'S WAIIIERS. To Ille utent ll8'fflilled 11V •PSllfeallll .... LeUee hereby .._ any 111111 all ,wita ano �• adefflld llpOII I Lesua 111'1 sectian 10-508 tllrallflh to-521 � Ille Calirmnla COmmen:1111 Cale, indlllllng bUt IIDI lmilad ID Llllee'I rigt,11 ID: (i) cancel 1111 Lease: (I) repudlale 11119 Lease: CiO 18,lltct !he � (Iv, rwvalclll -,-nee ol 1111 Equlpmenl; M remve, dlmaaes ft'oln L8aOr for any bieachea of� OI for an, DIiis 198IIOII: (vi) a securily inla•at in Ille Equilmellt in L.esl8n posaesalan or CDlllrd far any .-n; (vi) dactJal all or atPJ part ol •IIW' dlllned danlgU reauNnG tan ..__._ Clefautt, if any, undllr ftil LNw, fwlii) accept partial delivery af 1he E�� � "aWel" !Ir making any ,-:!me or leasl d or COffll'aCt to purchase or lease EcJ,lpment In IIIMltlllan for lhlllle 11118 ftDffl Lestor: (II) leclMI' any ganeral, spacial, lncidenlal or 1:111111equentill dam8Qel. tor any IUSDn WllafSCeV8.'; and (lllJ require spedlle per(Dnllance, replntn. dllnue, aeqllllstlaUon. claim and dellverY or the lllle for an, EQuilmerrt. 18 IIISCl!LI..ANEOUS
11.1 llloWllvar. No omiUlon or delay 11V LftlOr at any time to enrarceany right or remedr reaervecl to It, or to ,.quire perlbmlance or a,., or Ille terms, muenanis ar ,PINl!Dna hereCII by t..aaae et any time dllsigN111d, shall ba a waiver ol ar.y auch 111111 ar remedy ID wtddl Lessor Is enliCecl, _. lllaD I in any way •lfect Ille right of Laacr ID enfoR:8 SI/di _pruvllians lllatealllr.
11.a Bind� Nllln, Eadl Eqlipmett Sd1ecklle SNII be binding upan. 1111d shall lralre ID Ille bllletll OI LeslOr, leesee and their respec;lwt aucx:esacra. lllpl ,aprHantllives and 8SliflnS.
11.3 Survlval of Ollllgltlaal. Al agreema11111. raprasenlalons and wananliea Cllllbr.ed in 1119 � Leaa an, EqLtpment SchadUle or In all)' dDc:llmlnt dllluerell PUIIUIIIII hanllD Of In comactlon llanilh ... be lar Iha llllnefit of Lmscr 111111 anv assignee and llhall llllYMt Iha eeculion and dellvelY d thil Maal8r Lease and lhe upatlari or Oilier tlrmlnltlan dlNa MuterleaN.
tu NDllces. Jlroy nlllica, flllUllt or atner oammunlcelion to el!Mf pally by the Olller aa PIIMcllld far herein 111811 lie _. In wrllk,g and only shall be daemacl received upon Iha earlier d iec:elpl or Dne days alllllr maling If malled posta;e p,epald :,y regiar or alnnail to L- or a.eua.. • lhe C8lle m� be, II Ille 8ddnllS ro, IUCII .. rty Ill l'mtll In IIIS IIQl'Nffllnl or al •uc:11 c:flanged adclreA - mey bl IUblequerll!w lllbmltllld br ,-r11te11 llllloe of eli.r party. 1U a .... ,.. ..... lbll Leae nll be IICMllled tJr and mnslrued in -oance wilh, tllel811111 oflhe 818111 of Calibnla.
ti.I ae-t1111tr. In Iha IVllllt any one or 11101e of 1he provlllons of this MIISllr Laae alldfor .., !Equipnalt a:tiechlle 1111al for .,,,, r9non be prat,lbilld -or inr.1bA:aallle in 111, jurlallicdDn. any 1111:ft prwlsion 111111. •• to IUCh ilfflllicliDn. .be 7075700985 p.3
lnatrec:lllle ID Iha ellllnt of llldl pralllbillDn c, ia,ent'-•bill\r wllhout inVdcllllng Ille l9lll8lning pnwislom i.ntaf, and a,y IUCII plOhillillon or unentorceabllll¥ in 81ft jurlldil:lloll shlll not lnll8lidllle or 1111der cinenforceable IUdl prwlalon In any Olher jursd!Cllon.
11.1 Signed Counterparts. The Pildie• aarae that this Lease may lie signed is. counleff)mlll. 111111 Clehery ot an uecldlld caurarpart or 11111 lignnlre s:aae 11> tNs Lease tr, ru, emaa ar Olher 81ec110alC narm 1111111 be • effildlue 11 dahlty of a ml'lllly .-:ulecl CC11ntapart, and an, fllllure ID cleliws the origlnal rnalll8Ey exeQl!ed c:outlillpalt HIii by fax. email orolhereleclnlnlc mea'IS shat IIDldectthe valdil)', enlDrceallilily ar llindl11 eflcl d NI Lane. � an, olher provision al'llil Lease, Illa IIOla ollginat al ltds a.eme lflall be the Lease baarlng the anpal or manuallo/ ell8Cl.11d algnalure or Iha lAIUDr. The Leslee, by inaldng any P11J1111111 nquinld unde' thia Lease ratifies all or 918 t8lml of this LealalAgteement
11.8 Rllglalnl1lon aad Ucanae. L•- llhall perfann and pay ftlr Ola lltl,., 19Qi1tn1110n and liceaaing Qf n,qwad 11y applicable law) d an, 1te1111 or Equipment 1n the l.elor'S name and 811 lnspeetions rl SI/GIi illlma of Equipment whidl may be required l7t' any governmental•� uNess each fees and laxes 1hall lie lndudad In Ille pa,ment • lhDwn an Ille Eqwp,nent Sdledule appllelllllt ID any sud! ilam1 of Equipment.
ta.I lrwalulllalf Transfer Coaatltulilll Dlflua. l..1!11189 &hall not areale, inelr., 11911111118 or IUlrer ID exial .., martpge. lien. pllldgll or oo..· ena.unmance or 8111Chmenl of any kind whalso8ver upon, eiractl,g or wiltl respacl to Die EQUiprnenl or lflla Malla' Lease or any of Lessor'I inlllreat lllel'allnder.
11.10 8latlllll ol Lllnlld-.. 11,,ry ICIICIII Iii, Leseee agalnll Lauor tbr anw clafault tiy l.ellOr andar 1h11 Lea., ilelldng bnlacll cf W8ll'8ll1y or lncllm�. alllll be oommancad wilhln one ,ear after 1111 sudl cause of action accn,u.
11.11 IVafvtrof .IWf Tllat; c-111 to Jurlmdictlon, •le. (a) In any lllgatign in 111y ccun wllh rasped 10. 1:1 connection wilh. or arlli� out or 1h11 M111lllr lease, or any .-nment UIICl.tlld in conneclion lleN!wllh, 11E LESSEE HEREBY, ID 1M fullest ealilnt It m-, efflCllvlly 110 eo, WAIVES lRIAl.
BY JURY IN CONNECTION Wl'fl4 AN'f BUCH U118A110N. THE LESSEE AGREES 1HAT 1HIS IEC11CIN 18,11 IS A SPECIFIC AND MA'll!IIIAL ASPECT
OF THI& MASTER LEAR
(b) The LeSaa8 herally lrll!vocablr CCll'ISIHll8 II) Ille jm!adclion ol Iha Cllurll of the Stated c.bmla and rl DY 818111 or Federal oaurt IClclltlld In 1111 County of Orarva in oonnectiol'I wllll any 8Clloa or prooeeding arising cu Of er rew.1--, lo 1tlil Malts Leae ar any agrae111111t llll8CUllad In conneclall henllllill or any clDmnent or !nalrwllant delivered p&num'II ID Ilia Ml8ter L.eue. The Leslee i.eby waives. ID the fUlielt ullerlt It may ellec:ively do ao, Ille defenaaa Df l'Dnan non 01111v1nlen& and ifflpniper -ue.
11.12 Enti'9 Agn,-L Lessor anCI L- acllmMledge lhat lher9 are 1111 ag_,., or llllllllrmnclnp, IMlll8n or 111'81, belween Laaor and Ll!8lae willl raspact to Ille Equipment, Olher tllan as set bti'I herein and In each Eqaipmenl Selleclult and lllat this Masl8r L.eua ancl eadl Equipment Sc:llallllB COl'ltllns Die entire aglltfflllll llBtWeen l..ellCll' and lessee with respec:I lllerelD. Nailher this l.'laller Lease no, any Equimlent Schldllle ma, tie abntd. modltled, llrmlnalacl or claCtl;u;ed a,cept by a wrlllng signed tly the pally egalnal whom auch altaralion, mClllificalior,, termination or disdlarge la ICIUght.
IN WITNESS WHEREOF, the parties hereto have executed this Master Lease on or as of the day and year first above written.
BENNETT YA! I fV GOLF SHOP. INC. as Lessee
Trtle: ________ P_resl_de_n_t ______ _
If Lessee is a CgrporatJpn. the Secretary of the Corporatlcn is to execute 118 following:
The Officer signing above is duly authorized, an behalf cl the Company, to negotiate. execute and deliver the Master Lease Agreement dated as or October 2•2017
, and the Schedule(&) thellU'lder and all future Schadule(s) (the •Agreements") by and between the Company and (Yamaha Motor Finance Corporation, U.S.A.}; and lheae Agreements are bincing and authorized agreements of lhe Company, enforceable in al respects In accordance with their term&.
WITNESS MY HAND and the mrporate seal of the Company this _____ day of ______________ _ SEAL
___________ __,.Secreta�
Page4of4 LSE0906
17127637