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1. LEASE; DELIVERY AND ACCEPTANCE. You agree to lease the equipment secure or maintain any Insurance, and We will not be liable to You if We terminate
<br />and other property described on the front of this lease agreement (collectively any insurance coverage that We arrange.
<br />"Equipment") arrange.
<br />on the terms and conditions shown on the front and second page of 7. TITLE- RECORDING. Unless you a $1.00 or a $101.00 purchase option,
<br />this lease ( "Lease. ") If You have
<br />entered into any purchase or supply contract We are t6 owner of and will hold title to the Equipment. You will keep the
<br />( Supply Contract ") with any Supplier You assign to Us Your rights under such Equipment free of all liens and encumbrances. You agree that this transaction Is
<br />Supply Contract but none of Your obligations
<br />(other than the obilgation to pay for
<br />the Equipment it it is accepted by You as stated below and You timely deliver to
<br />a true lease. However, as a precaution In case this transaction Is deemed to be a
<br />lease intended
<br />for security, You grant Us a first priority security interest In the
<br />Us such documents and assurances as We request). You will arrange for the Equipment (Including any replacements, substitutions, additlons, attachments and
<br />delivery of the Equipment to You. When You receive the Equipment, You
<br />agree proceeds). You will deliver to Us such signed documents as We may request to
<br />to inspect it to determine If it is In good working order. The Equipment will be
<br />protect Our interest in the Equipment
<br />deemed irrevocably accepted by You upon the earlier of: a) the delivery to Us of a 8. DEFAULT. Each of the following is a "Default" under this Lease: (a) You fail to
<br />signed Delivery and Acceptance Certificate
<br />(if requested by Us); or b) 10 days pay any Lease Payment or any other payment within 10 days of Its due date, (b)
<br />after delivery of the Equipment to You if previously You have not
<br />given written You do not perform any of Your other obligations under this Lease or in any other
<br />notice to Us of Your non - acceptance. The Initial Lease Term shall commence on agreement with Us or with any of Our( affiliates and this failure continues for 10
<br />acceptancesI Use(thel"Commencementl Date') all
<br />Youagree t dpay Inter m rent for are dissolveedd, oraYou notified You assign Youroassets for theb be efit lof Your creditors, orlenter
<br />the between the Acceptance
<br />period Date and the Commencement Date. The first
<br />Lease Payment is due on or before the Commencement Date, as invoiced by Us,
<br />any bankruptcy proceeding; (d) any guarantor of this Lease dies, does not perform
<br />Its
<br />unless in row A of the Term and Payment Schedule on the front of this Lease it is
<br />specified that 0 Advance Payments are due, in which case the first Lease
<br />obligations under the guaranty, or becomes subject to one of the events In
<br />clause b)) or c above.
<br />9. REMEDIES. If a Default occurs, We may do the following:
<br />Payment will be due on the date specified by Us In the month following the
<br />Commencement
<br />one or more of (a
<br />We may cancel or terminate this Lease or any or all other agreements that We
<br />Date, and the remaining Lease Payments will be due on the
<br />same day of each subsequent month (or such other time period specified on the
<br />front of this Lease)) at an address specified by Us in writing. You authorize Us to
<br />have entered into with You; (b) We may require You to Immediately pay Us, as
<br />compensation for loss of Our bbargain and not as a penalty, a sum equal to (I) the
<br />Increase the monthly Lease Payment amount if the Commencement Date occurs
<br />after the date We approved your Lease application and the yield on the US
<br />present value of all unpaid Lease Payments for the remainder of the term plus the
<br />Equipment's anticipated residual value discounted at 3% per annum, if applicable,
<br />plus (il) all other amounts due or that become due under this! (c) We may
<br />Interest rate swaps that most closely matches the term Of the Lease increases
<br />during such time. The Swaps Rate is published in the Federal Reserve Statistical
<br />require You to deliver the Equipment to Us as set forth In Section 3 and terminate
<br />release H.15 and can be found at
<br />use of any software component of the Equipment; (d) We or Our agent may
<br />peacefully repossess the Equipment without court order and You will not make any
<br />htt / /w�vw.f r r ery v /re ases /hl5 /u t L You further authorize us to
<br />adjust the ease Payment up or own y no more than 15% if the total amount
<br />claims against Us tr damages or trespass ar any other reason and (e) We may
<br />exerese any other right or remedy available at law or in equity. fou agree to pay
<br />we have Paid in connection with the purchase, delivery and Installation of the
<br />Equipment, including any trade -up and buyout amounts (collectively, the "Total
<br />all of Our coats and reasonable attorney's fees of enforcing Our rights
<br />against You. If We take the Equipment, We
<br />Cash Price') differs from the estimated Total Cash Price originally assumed for
<br />documentation purposes. If any Lease Payment or other amount payable to Us is
<br />not paid within 10 dayysoof Its due date,
<br />possession of may sell or othervdsa
<br />dispose of it with or without notice, at a public or private sale, and apply the net
<br />proceeds (after We have deducted all costs related to the sale or disposition of the
<br />You will owe Us a late charge not to
<br />exceed the ggreater of 10 /o of each late payment or $20.00 (or such lesser rate or
<br />Equipment) to the amounts that You owe Us. You will remain responsible for any
<br />amounts that are due after We have applied such net proceeds.
<br />amount as is the maximum allowable under applicable law),
<br />2. NO WARRANTIES. We are leasing the Equipment to You "AS -IS." YOU
<br />ACKNOWLEDGE THAT WE DO NOT MANUFACTURE THE EQUIPMENT,
<br />10. FINANCE LEASE STATUS. You agree that If Article 2A- Leases of the
<br />Uniform Commercial Code applies to this Lease, this Lease will be considered a
<br />"finance
<br />WE
<br />DO NOT REPRESENT THE MANUFACTURER OR THE SUPPLIER AND YOU
<br />HAVE SELECTED THE EQUIPMENT AND SUPPLIER BASED Ul ON YOUR
<br />OWN JUDGMENT, WE MAKE
<br />lease" as that term is defined in ArUOIe 2A. By signing this Lease, You
<br />agree that either (a You have reviewed, approved, and received, a copy of the
<br />Supply Contract or �b) that We have informed You of the identity of the Supplier,
<br />NO WARRANTIES EXPRESS OR IMPLIED,
<br />INCLUDING WARRANTIES OF MERCHANTABILIW OR FITNESS FOR A
<br />that You may have rights under the Supply Contract, and that You flay contact the
<br />Supplier for a description of those rights. TO THE EXTENT PERMITTED BY
<br />PARTICULAR PURPOSE OR OTHERWISE. YOU AGREE THAT
<br />APPLICABLE LAW YOU WAIVE ANY AND ALL RIGHTS AND REMEDIES
<br />REGARDLESS OF CAUSE, WE ARE NOT RESPONSIBLE FOR AND YOU
<br />WILL NOT MAKE ANY CLAIM AGAINST US FOR ANY DAMAGES WHETHER
<br />CONFERRED UPON A LESSEE BY ARTICLE 2A.
<br />11. ASSIGNMENT, YOU MAY NOT ASSIGN, SELL, TRANSFER OR
<br />CONSEQUENTIAL, DIRECT, SPECIAL, OR INDIRECT. YOU AGREE THAT
<br />NEITHER SUPPLIER NOR ANY SALESPERSON, EMPLOYEE OR AGENT OF
<br />SUPPLIER IS OUR AGENT OR HAS ANY AUTHORITY TO SPEAK FOR US OR
<br />SUBLEASE THE EQUIPMENT OR YOUR INTEREST IN THIS LEASE. We may,
<br />without notifying You, sell, assign, or transfer this Lease and Our rights to the
<br />Equipment. You agree that the new owner have'the benefits
<br />TO BIND US IN ANY WAY.
<br />3. EQUIPMENT LOCATION; USE AND REPAIR; RETURN. You
<br />will same rights and
<br />that We have now under this Lease but not Our obligations. The rights of the new
<br />will keep and
<br />use the Equipment only at the Equipment Location shown on the front of this
<br />owner will not be subject to any claim, defense or set -off that You may have
<br />against Us.
<br />Lease. You may not move the Equipment without Our prior written consent All
<br />alterations, additions and replacements will become of the Equipment
<br />12. PURCHASE OPTION; AUTOMATIC RENEWAL. If no Default exists under
<br />this Lease, You have
<br />part and
<br />Our property at no expense to Us. We may inspect the Equipment at any
<br />reasonable fame. Unless You purchase the Equipment In accordance with this
<br />Lease,
<br />will the option at the end of the Initial or any renewal term to
<br />purchase all (but not less than ail) of the Equipment at the Purchase Option price
<br />shown on the front of this Lease, plus any applicable taxes. Unless the Purchase
<br />within 10 days of the expiration or earlier termination of this Lease You will
<br />deliver the Equipment to Us to any place in the United States that We designate.
<br />Option price is $1.00, You must gve Us at least 90 days written notice before the
<br />end of the Initial lease term that You will purchase the Equipment or that You will
<br />Additional terms and conditions regarding maintenance and returns are stated in
<br />return the Equipment to Us. If You do not give Us such written notice or if You do
<br />the attached addendum.
<br />4. TAXES AND FEES, You will pay all excise taxes, sales and use taxes
<br />not purchase or deliver the Equipment in accordance with the terms and conditions
<br />of this Lease, this Lease will automatically renew on a monthly basis until You
<br />personal property taxes, and all other taxes and charges which may be imposer}
<br />during the term of this Lease, arising from the use, acquisition, ownership or
<br />exercise a purchase option or deliver the Equipment to Us. During such renewal(s)
<br />the Lease Payment will remain the same. We may cancel an automatic renewal
<br />leasing of the Equippment, whether due before or after termination of the Lease.
<br />You will reimburse Us for all administrative costs associated with the
<br />term by sending You written notice 10 days prior to such renewal term. If the Fair
<br />Market Value Purchase
<br />preparation
<br />filing, payment, and other costs necessary to properly administer taxes associated)
<br />with the Equipment. Where required by law, We will file the personal property tax
<br />Option has been selected, We will use Our reasonable
<br />judgment to determine the Equipment's in -use and in -place fair market value. If
<br />You do not agree with Our determination the
<br />returns with respect to the Equipment, and You shall pay Us in advance, and
<br />when We require, the taxes that We anticipate will be due during the year. You
<br />further agree to pay Us a documentation fee to cover Our expenses In
<br />of Equipment's fair market value, the
<br />fair market value (in -use and in- Place) will be determined at Your expense by an
<br />independent appraiser selected by Us. Upon payment of the Purchase Opption
<br />We "AS
<br />processing
<br />this Agreement.
<br />price, shall transfer Our interest in the Equipment to You -IS, WHERE-IS"
<br />without any representation or warranty whatsoever and this Lease will terminate.
<br />5. LOSS OR DAMAGE. As between You and Us, You are responsible for an
<br />loss, theft or destruction of, or damage to, the Equipment (collectively "Loss'
<br />With respect to items of Equipment consistin8 of software, Your right to continue
<br />from any cause at all, whether or not Insured, until it is delivered to Us at the end
<br />use such of software will be subject to the applicable license agreement.
<br />13. INDEMNIFICATION. You are responsible for any losses, damages, penalties,
<br />of this Lease. You are required to make all Lease Payments even if there is a
<br />Loss. You must notify Us in writing immediately of any Loss. Then, at Our option,
<br />You will either fa) repair the Equipment that it is in
<br />claims, suits and actions, including attorneys' fees, caused by or related to (a) the
<br />installation, ownership, use, lease or possession of the Equipment or (b) any data
<br />so good condition and working
<br />order, eligible floor an manufacturer's certification, or (b) pay Us the amounts
<br />specified in Section 9rb) below,
<br />You store within the Equipment.
<br />14. MISCELLANEOUS; FAX SIGNATURES. This is the entire agreement between
<br />6. INSURANCE. You vAlI rovide and maintain at Your expense (a) property
<br />Insurance
<br />the parties and supersedes all prior agreements, whether oral or written, concerning
<br />the subject matter hereof. Any change In any of the terms and conditions of this
<br />against the toss, theft or destruction of, or damage to, the Equipment
<br />for its full replacement value, naming Us as loss payee, and (b) public liability and
<br />Lease must be in writing and signed by Us. You agree, however, that We are
<br />authorized, without notice to You to supply missing information
<br />third party property Insurance, naming Us as an additional insured. You will give
<br />or correct
<br />obvious errors In this Lease. All of Our rights and indemnities will survive the
<br />Us certificates or other evidence of such insurance when requested. Such
<br />insurance will be in a form, amount and with companies acceptable to Us, and will
<br />provide that We will be given 30 days advance notice of any cancellation or
<br />termination of this Lease. It is the express intent of the parties not to violate any
<br />applicable usury laws or to exceed the maximum amount of interest permitted to be
<br />charged or collected by applicable law, and any such excess payment will be applied
<br />material change of such insurance. We reserve the right to reject Your insurance
<br />carrier. IF YOU DO NOT GIVE US EVIDENCE OF INSURANCE ACCEPTABLE
<br />to Lease Payments in inverse order of maturity, and any remaining excess will be
<br />refunded to You. If You do not perform any of Your obligations under this Lease,
<br />TO US, WE HAVE THE RIGHT BUT NOT THE OBLIGATION, TO OBTAIN
<br />INSURANCE COVERING OUR INTERESTS FOR THE TERM OF THIS LEASE
<br />We have the right, but not the obligation to take any action or pay any amounts that
<br />We believe are necessary to protect bur interests. You agree to reimburse Us
<br />INCLUDING ANY RENEWAL OR EXTENSIONS. WE MAY ADD THE COSTS 00
<br />ACQUIRING AND MAINTAINING SUCH INSURANCE, AND OUR FEES FOR
<br />immediately upon Our demand for any such amounts that We pay. If more than one
<br />Lessee has signed this Lease, each of You agree that Your liability is joint and
<br />OUR SERVICES IN PLACING AND MAINTAINING SUCH INSURANCE
<br />(CLECTIVELY "INSURANCE CHARGE'), ON WHICH WE MAY EARN A
<br />PROLOFIT, TO THt AMOUNTS DUE FROM YOU UNDER THIS LEASE.
<br />several. Any signature, execution and delivery of any document or instrument may
<br />be satisfied in Our discretion and to the extent permitted by the UCC by
<br />Such
<br />insurance may duplicate coverage provided under Your existing policy. You will
<br />authentication of such document or instrument as a record within the meaning of
<br />Article 9 of the UCC. A fax version of Your signature on this Lease when received
<br />pay the Insurance Charge in equal installments allocated to the remaining Lease
<br />Payments. Nothing in this Lease will create an Insurance relationship of any type
<br />by Us shall be binding upon You as if originally signed. However, this Lease shall be
<br />binding on Us when signed by Us. Both You and We agree that the version of this
<br />between Us and any other person. You acknowledge that We are not required to
<br />Lease with Our original signature shall constitute the original authoritative version
<br />Leme Agreement - 213 Golf and Turf V14 09012012
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