Dealer Enrollment Checklist

Transcription

1 Yamaha Motor Finance Corporation, U.S.A. Dealer Enrollment Dealer Enrollment Checklist Highlighted areas on all pages completely filled out Pages 12 & 13 must signed by Dealer Principle, President or Managing Partner or fax all 15 completed pages, including pages 1-11 Fax or Version 11/18/16 r

2 Yamaha Motor Finance Corporation, U.S.A. Dealer Enrollment To enroll in the retail finance program offered by Yamaha Motor Finance Corporation, U.S.A. ( YMFUS ), complete this form, sign the Dealer Retail Finance Agreement and send to Attn: YMFUS Enrollment YMFUSenrollment@yamaha-motor.com Fax #: or Or mail to: 6555 Katella Avenue, Cypress CA For questions or to check the status of your enrollment, call option 3 DEALER #:: DEALER NAME: PHONE #: CITY, STATE: FINANCE CONTACT NAME: FINANCE CONTACT for Deposit I (we) hereby authorize Yamaha Motor Finance Corporation, U.S.A. ( COMPANY or YMFUS ) to initiate credit entries and to initiate, if necessary, debit entries and adjustments for any credit entries to my (our) checking account indicated below and the depository named below ( BANK ) to credit and/or debit the same to such account. INITIAL HERE Enter your bank account information and attach a copy of a voided check: Bank Name: Branch: Account Number: Bank Routing - Transit/ABA # (9 Digits): This authority is to remain in full force and effect until COMPANY has received written notification from me (or either of us) of its termination in such time and in such manner as to afford COMPANY and BANK a reasonable opportunity to act on it. Version 11/18/16 r

3 Dealer Retail Finance Agreement This Dealer Retail Finance Agreement is entered into between Yamaha Motor Finance Corporation, U.S.A. ( YMFUS ), and the undersigned dealer ( Dealer ) offering Yamaha Products and describes the rights and obligations with regard to the purchase by YMFUS from Dealer of all Contracts of the type described below. 1. DEFINITIONS. A. Accession means any goods sold by a Dealer to a Buyer that are installed on or physically united with a Yamaha product in such manner that the identity and intended purpose of the Yamaha Product is not lost. B. Accessories means any goods including genuine Yamaha approved accessories, Genuine Yamaha Technology Racing ( GYTR ) accessories and performance and cosmetic accessories for Yamaha Products, tools and equipment sold by a Dealer to a Buyer other than Apparel and Accessions, the purchase of which are financed under a Contract. C. Apparel means any items of apparel sold by the Dealer to the Buyer in connection with a Yamaha Product including helmets, the purchase of which are financed under a Contract. D. Agreement shall mean this Dealer Retail Finance Agreement as may be amended from time to time in accordance with Section 14(L) herein. E. Applicable Law shall mean all applicable federal, state and local laws, regulations and ordinances, including, but not limited to, the Fair Credit Reporting Act, the Equal Credit Opportunity Act and Regulation B, the Truthin-Lending Act and Regulation Z and FTC rules and regulations, the Gramm Leach Bliley Act, the Patriot Act, the Bank Secrecy Act, the Consumer Credit Protection Act, the Fair Debt Collection Practices Act, the Servicemembers Civil Relief Act, the Federal Arbitration Act, the Consumer Financial Protection Act of 2010, the FTC Safeguards Act, the FTC Privacy Rule, the FTC Safeguards Rule, the FTC Holder in Due Course Rule, the FTC Red Flag Rules, the Uniform Commercial Code, the Uniform Consumer Credit Code, certificate of title and other lien perfection laws, unfair and deceptive trade practice laws, advertising laws, insurance laws, business licensing laws, and tax laws. F. Buyer(s) shall mean any person(s), including any co-buyer(s) who enters into a Contract with Dealer for the purchase of a Yamaha Product. G. Contract shall mean a retail installment sale contract providing for the payment by Buyer(s) to Dealer of funds in connection with a retail credit sale of a Yamaha Product to Buyer(s). H. Offsets shall mean any amount Dealer owes to: (i) YMFUS, including without limitation fees, charges, discounts, outstanding account balances subject to chargeback, reimbursements, refunds, customer credits; (ii) any third party who sold the Yamaha Product to Dealer, including without limitation YMFUS s parent entity, Yamaha Motor Corporation, U.S.A.; (iii) any third party who holds a security interest in the inventory assets of Dealer; or (iv) any third party with whom Dealer has entered into an inventory finance or floor planning loan and security agreement. I. Purchase Price of a Contract shall mean the amount mutually agreed to by both YMFUS and Dealer taking into account the terms of the underlying transaction. J. Supplemental Contract shall mean any mechanical breakdown protection contract, extended service contract, prepaid maintenance agreement, Yamaha Product protection contract, Yamaha Product and accessory repair contract, credit insurance policy, GAP waiver of current liability, or other contract entered into by a Buyer with respect to a Contract. 1

4 K. Yamaha Product shall mean a Yamaha brand motorized product, including any accessions, offered for sale by Yamaha Motor Corporation, USA including but not limited to all-terrain vehicles, boats, outboard marine engines, outdoor power equipment and generators, snowmobiles, personal watercraft and related trailers, golf cars, side by side vehicles and motorcycles. 2. SALE AND PURCHASE OF CONTRACTS. A. Contract Documentation and Sale. If Dealer requests that YMFUS purchase a Contract, financing the sale of any Yamaha Product, Accessories and Apparel, hereunder, Dealer shall provide: (i) the transaction s proposed terms; (ii) any credit information Dealer has regarding Buyer(s); (iii) a fully completed credit application, signed by Buyer(s) and (iv) such other information as YMFUS shall request. Upon receipt of all required documentation, YMFUS shall decide, in its sole discretion, whether it will purchase a Contract. Dealer shall receive a confirmation for each approved transaction communicated via facsimile or electronic transmission or by such other means as YMFUS may select. Upon receipt of such confirmation, Dealer shall procure all documents as are requested by YMFUS, including but not limited to, evidence of physical damage and liability insurance covering the Yamaha Product, as required by the applicable Contract. Upon receipt of the requested documents, each properly executed by Buyer(s) and approved by Dealer, Dealer shall execute those documents required to be executed by the Dealer and shall thereafter deliver the Yamaha Product to Buyer(s). Following such execution and subsequent delivery of the Yamaha Product, Dealer shall promptly forward the Contract and other requested documentation to YMFUS. Dealer agrees that YMFUS may send communications to Dealer in the form of a facsimile, or other electronic communication systems that YMFUS may establish for communication with Dealer. B. Purchase Price and Payment. YMFUS shall pay to Dealer the Purchase Price less any applicable Offsets, so long as Dealer satisfactorily provides to YMFUS a properly executed assignment of the Contract in a form acceptable to YMFUS along with the required documentation within thirty (30) days of its issuance of a confirmation, as provided for in Section 2(A), for the transaction. YMFUS shall pay Dealer via Automated Clearing House ( ACH ) or as mutually agreed upon by the parties. Nothing in this Agreement shall be construed to obligate Dealer to sell Contracts to YMFUS, nor to obligate YMFUS to purchase Contracts from Dealer. 3. INSURANCE. The physical damage and liability insurance covering a Yamaha Product that may be the subject of a Contract shall be at least in the amount that may be required by the Contract at the time the Contract is purchased. Each insurance policy shall name YMFUS as loss payee with respect to the Contract. 4. SUPPLEMENTAL CONTRACTS. A. Acceptability of Supplemental Contracts. As may be limited by Applicable Law, YMFUS may finance the sale of a Supplemental Contract sold by Dealer, subject to the acceptability to YMFUS of the form, administrator, if any, and underwriter of the Supplemental Contract in its discretion. B. Cancellation of Supplemental Contracts. If an acceptable Supplemental Contract is sold to Buyer(s) and financed as part of the Contract, Dealer agrees that the Supplemental Contract shall be cancelable upon the demand of Buyer(s) (in which case Dealer shall immediately notify YMFUS thereof) or by YMFUS, as may be allowed by law, or by operation of law. In the event of any such cancellation, Buyer(s) shall be entitled to a refund of the unearned portion of the cash price as provided in the Supplemental Contract or as otherwise required by law, whichever provides for the greatest refund of credit, which amount shall be payable by Dealer to YMFUS to reduce the amount financed under the Contract. With respect to any amounts remitted by Dealer to any applicable third party with respect to a Supplemental Contract, Dealer will, if requested by YMFUS, 2

5 recover the unearned portion of the cash price for such Supplemental Contract which was remitted to such third party. Dealer shall remit its portion of the refund to Buyer(s), YMFUS or appropriate third party within thirty (30) days of cancellation as directed by YMFUS. Such refund may, if so provided in the Contract, be subject to a security interest of YMFUS therein. 5. DEALER S GENERAL REPRESENTATIONS AND WARRANTIES. So long as this Agreement is in effect, Dealer represents, warrants and agrees that: A. If Dealer is a corporation, it is, and will remain during the pendency of this Agreement, in good standing in the state of its incorporation and it has obtained the necessary resolution of its Board of Directors, and all other consents or approvals, to enter into and execute the terms of this Agreement. If Dealer is a limited liability company, it is, and will remain during the pendency of this Agreement, in good standing in the state of its organization and it has obtained the necessary approval from its managers and members, and all other consents or approvals, to enter into and execute the terms of this Agreement. If Dealer is a partnership, it is, and will remain during the pendency of this Agreement, in good standing in the state of its organization and it has obtained the necessary approval from its general partners, and all other consents or approvals, to enter into and execute the terms of this Agreement; B. If required, Dealer has obtained the necessary shareholders, managers, members, or partners ratification of the making of this Agreement, and for the assignment of each Contract hereunder, and upon execution by Dealer of this Agreement shall constitute the valid and binding Agreement of Dealer. Contracts assigned by Dealer to YMFUS have been duly authorized by Dealer and when executed and delivered by Dealer constitute the valid and binding agreements of Dealer; C. Dealer has obtained, and will maintain during the pendency of this Agreement, all governmental licenses and authorizations necessary to finance and sell motor Yamaha Products, Supplemental Contracts, and to perform all acts contemplated by this Agreement in the state(s) where it conducts its business; D. Dealer has obtained and will maintain during the pendency of this Agreement any dealer sales and service agreements with product manufacturers and/or distributors necessary for the sale of previously untitled products made or distributed by such entities; E. If Dealer conducts business under a d/b/a or other trade name or as a partnership, it is and will remain in compliance with all laws relating to the doing of business under a d/b/a or other trade name or as a partnership; F. Dealer will remain solvent during the pendency of this Agreement and will not be subject to any insolvency proceeding, bankruptcy proceeding or assignment for the benefit of creditors; G. Dealer and Dealer s employees and sales staff will not represent that they are YMFUS s agent, representative or broker, or that they have the ability to approve any Contract; and H. Dealer has complied with all federal and state fair lending requirements and has not unlawfully discriminated against any Buyer(s) or potential Buyer(s) in connection with all aspects of any Contract, including without limitation, the negotiation of terms and conditions of the Contract. 6. DEALER S SPECIFIC REPRESENTATIONS AND WARRANTIES AS TO EACH CONTRACT. The Dealer represents and warrants as follows with regard to each Contract tendered by Dealer to YMFUS, which representations and warranties survive the purchase of each Contract by YMFUS: A. The Dealer is an officially authorized and existing Yamaha Product Dealer; B. For each Contract purchased by YMFUS, Dealer shall, within ten (10) days of date of the Contract, or the time frame required by law, whichever is earlier, file and record all documents necessary to perfect the valid and enforceable first priority security interest as directed by YMFUS in the Yamaha Product and shall send 3

6 YMFUS the certificate of title, or a lien receipt in those jurisdictions that do not issue paper titles, or other lien perfection, within ninety (90) days of the date of the Contract. If Dealer fails to deliver the title (with YMFUS s first and prior lien thereon) or other appropriate documentation required to perfect YMFUS s first and prior lien, to YMFUS within ninety (90) days from the date of the Contract, Dealer will repurchase the Contract from YMFUS in accordance with Section 7. Dealer will also provide YMFUS with such evidence as YMFUS may request that a certificate of title or other lien perfection for each Yamaha Product or other property has been applied for and that all taxes and fees in connection with the sale thereof have been paid. Notwithstanding the provisions of this paragraph to the contrary, in any state where the Buyer is responsible for applying for title to the Yamaha Product or other property, Dealer will be responsible only for those functions described in this paragraph which Dealer is required or permitted to perform under state law or administrative regulations or rules. Dealer shall complete the necessary forms and documents and forward them together with the appropriate fee, to those public officials who are responsible for issuing the certificate of title or registration or other lien perfection and shall send YMFUS evidence that the security interest is noted on the certificate of title or registration or other lien perfection. Dealer will take all necessary steps to ensure that YMFUS will have a first priority security interest in the Yamaha Product prior and superior to all other security interests, liens or encumbrances; C. All business practices, acts and operations of Dealer, including but not limited to, the sale and financing of insurance or other coverages, the sale and financing of Yamaha Products, and the completion of all Contracts and the making of all disclosures required in the Contract, in any other document executed in connection with the Contract, in any advertisement of the transaction and in any related purchase order, are in compliance with Applicable Law; D. Immediately before the transfer, sale, and/or assignment herein contemplated, the Dealer held good, marketable, and indefeasible title to each Contract free and clear of all liens, setoffs, charges, claims and/or defenses of the Buyer(s). The Dealer has caused title to the Contract and the Yamaha Product, free and clear of all liens, setoffs, charges, claims and/or defenses of the Buyer(s), to be conveyed to YMFUS or its designee. Upon transfer, YMFUS shall hold good, marketable, and indefeasible title to each Contract free and clear of all liens, setoffs, charges, claims and/or defenses of the Buyer(s); E. The Buyer(s) have and shall have no defense, offset or counterclaim as to the enforcement of the Contract arising out of the conduct of Dealer, its agents or employees; F. The Contract and any other instrument executed in connection with the Contract has been duly authorized and executed by each party thereto and is a valid, legal, binding obligation entered into by a bona fide and competent person(s) of legal age(s) and is legally enforceable by YMFUS as assignee against each purported signatory thereof. Dealer did not induce the Buyer to enter into the Contract by any fraudulent scheme, trick, or device and Dealer has not made any representations or warranties not contained in the Contract; G. The statements in the Contract and in any other instrument executed in connection with the Contract are true and correct and the Yamaha Product is accurately described in the application and in the Contract. The Yamaha Product does not fall within one or more of the following categories: a salvage Yamaha Product, a Yamaha Product not originally sold in the United States or not originally sold through factory authorized distributors (grey market), Yamaha Products that are not manufactured and fully warranted by Yamaha Motor Corporation, USA, Yamaha Products that have sustained frame, water/flood or hail damage, or any products intended for hire, True Mileage Unknown (TMU) or True Hours Unknown (THU); H. A completely filled-in copy of the Contract and any other instrument executed in connection with the Contract was delivered to the Buyer(s) at the time of execution; I. The names and signatures on the Contract and any other instrument executed in connection with the Contract are not forged, fictitious or assumed and are true and correct, and all registered owners of the Yamaha Product have signed the Contract as Buyer or other owner; 4

7 J. ALL AGREEMENTS OF DEALER WITH RESPECT TO THE YAMAHA PRODUCT, OTHER THAN AGREEMENTS RELATIVE TO ITS ACQUISITION BY DEALER, ARE CONTAINED EITHER IN A CONTRACT OR IN THIS AGREEMENT, AND NEITHER DEALER NOR ANY OF ITS EMPLOYEES OR AGENTS HAS MADE ANY ORAL OR WRITTEN PROMISE, AFFIRMATION, WARRANTY OR REPRESENTATION TO THE BUYER(S) THAT IS NOT CONTAINED IN THE CONTRACT; K. Dealer has properly completed the Contract and all other documents required for purchase by YMFUS and will deliver all documents with respect to any Contract in accordance with this Agreement; L. Dealer has received all amounts due at signing. Dealer has accurately disclosed any cash down payment or trade-in allowance and each Contract represents the sale of a Yamaha Product to a Buyer in which Dealer has not assisted the Buyer in directly or indirectly obtaining a loan from either the Dealer or any third party. The down payment was paid in full in cash, except for any trade equity or manufacturer s rebate; L. The Cash Price of the Yamaha Product as disclosed on the Contract is the Cash Price as defined by applicable state and federal law and was not increased because the Yamaha Product is being sold in a credit transaction or is being sold to a member of a protected class as defined under state or federal laws; M. Dealer has made no representations or warranties to the Buyer regarding the finance charge, including whether the interest rate is the lowest possible available to the Buyer; N. Dealer has not sold the Buyer any Supplemental Contract or similar product in connection with any Contract, unless approved by YMFUS in its sole discretion. The amounts charged any Buyer(s) for any Supplemental Contract shall not be in excess of the amounts permitted by law; O. The conduct of Dealer in effecting the Contract shall not subject YMFUS to suit or administrative proceeding under any state or federal law, rule or regulation; P. The Contract is not and shall not be in default as of the time YMFUS becomes obligated to pay the Purchase Price for the Contract and Yamaha Product, if applicable; Q. The Contract reflects a bona fide sale to the Buyer(s) on the terms set forth in the Contract and any related documents and Dealer does not know of any fact that indicates the uncollectability of the Contract; R. Dealer acknowledges that YMFUS assumes no risk or liability with respect to a Yamaha Product or Contract for any event which occurs prior to YMFUS s purchase of such Yamaha Product and Contract; S. The Yamaha Product has been delivered to the Buyer(s), together with all options, Accessories and Apparel agreed by Dealer to be delivered with the Yamaha Product, is in good condition, and has been accepted by the Buyer(s) without condition or reservation and is the same Yamaha Product as described in the Contract. The Buyer executed the Contract prior to Yamaha Product delivery and the Yamaha Product covered by the Contract has been actually delivered to the Buyer named in the Contract; T. The Yamaha Product is a U.S. specification Yamaha Product and would not be considered a grey market or altered Yamaha Product; U. The Yamaha Product was sold at the Dealer s place of business and was not a door-to-door sale within the definition of a FTC Trade Regulation Rule or any state consumer fraud or home solicitation acts; V. The Contract was generated from a direct sale to the Buyer and not sold directly or indirectly through a third party; W. Dealer has not made any charge, including documentary or processing charges, which Dealer does not make in a cash transaction other than amounts disclosed as finance charges, insurance and filing fees, or other costs paid to public officials to perfect a security interest in the Yamaha Product; 5

8 X. All Dealer s negotiations with the Buyer in connection with the review, discussion and execution of the Contract were either conducted exclusively in the English language, or if not conducted exclusively in the English language, Dealer has provided the Buyer with any translation or other documents required by law and forwarded executed copies of such documents with the Contract to YMFUS; Y. Dealer has furnished YMFUS with all information received by Dealer in connection with the execution of the Contract, except for a copy of the Buyer s drivers license, and warrants that such information is true, complete, and accurate; Dealer warrants that the Buyer is who he, she or it purports to be and that the Buyer has not fraudulently used the identity of another person to purchase the Yamaha Product. Dealer further warrants that the applicant(s) identified in the credit application submitted to the Dealer will be the primary user(s) of the Yamaha Product, will be parties who make payments under the Contract, and such applicant(s) are not using their names, credit and employment histories, or insurance record to purchase any Yamaha Product for a third party. The Buyer is not purchasing the Yamaha Product as a straw party or straw purchase to enable the Yamaha Product to be used primarily by another person or for anything other than personal, family or household purposes. The terms straw party and straw purchase shall mean that the Buyer who executes the Contract is not the person who intended to purchase, use, and make payments on the Yamaha Product, or as otherwise determined by YMFUS from time to time; Z. If YMFUS charges an acquisition fee for each Contract purchased by YMFUS from Dealer, Dealer understands and agrees that the acquisition fee must not be passed through to the Buyer; AA. BB. Prior to offering the Contract for sale to YMFUS, each prospective Buyer was advised that YMFUS would be requested to purchase the Contract, and Dealer had provided the Buyer with the address of the YMFUS location to which the request would be made; and The Buyer has a current license, when applicable for the Yamaha Product, in one of the jurisdictions in the U.S. to operate the Yamaha Product; Dealer has inspected such license and compared and verified the signature thereon with the signature of the Buyer written in Dealer s presence; Dealer has made a record of the registration number of the Yamaha Product, the name and physical address of Buyer, the number of Buyer s driver s license and the date and place such license was issued; and Dealer will not include a copy of Buyer s driver s license with any application or other documentation submitted to YMFUS. 7. DEALER LIABILITY. A. Repurchase. If a Dealer representation, warranty or covenant made herein, or made in the assignment of a Contract to YMFUS is breached, or is untrue, if the Buyer refuses to make payment on the Contract based in whole or part upon an assertion of a claim or defense against Dealer, or if Dealer fails to perform any of its obligations to YMFUS hereunder or otherwise, then Dealer shall repurchase such Contract by paying YMFUS immediately upon receipt of YMFUS s demand, one or more of the following amounts at the sole election of YMFUS: (1) the unpaid balance, as determined by YMFUS, of any and all Contracts purchased hereunder, including all accrued and unpaid interest and finance charges; (2) all losses and expenses incurred by YMFUS as a result of such breach, or untruth, or failure to perform, including attorneys fees; and (3) out-of-pocket expenses paid or incurred by YMFUS in connection with the collection of any amount due under any such Contract, including attorneys fees and costs of litigation, whether by or against YMFUS, and expenses with respect to repossessing, storing, repairing and selling the Yamaha Product. In addition to the remedies contained herein, if Dealer fails to repurchase any Contract as required by this Section 7(A), YMFUS may, at its option, allow the Contracts to pay to maturity, but such decision shall not constitute a waiver of YMFUS s rights hereunder. The right of YMFUS to require repurchase of a Contract and the related Yamaha Product is in addition to the right of YMFUS to recover damages suffered by YMFUS as a result of the breach by Dealer of any of Dealer s warranties or agreements included in this Agreement. B. Transfer of Contract. Upon Dealer s payment of the amount payable pursuant to Section 7(A), YMFUS s interest in the Contract and related Yamaha Product shall be sold and transferred to Dealer AS-IS, WHERE- IS, and such Contract shall be assigned and/or endorsed by YMFUS to Dealer without warranties or recourse 6

9 of any kind and sent to Dealer. Dealer authorizes YMFUS to prepare and to execute, on behalf of Dealer and its name, any instrument, which in YMFUS s judgment is necessary to make such transfer. Until YMFUS receives payment of the amount payable pursuant to Section 7(A), Dealer shall not have any right, title, or interest in either the Contract or the Yamaha Product. If, however, after demand for repurchase but prior to payment Dealer shall be deemed to have acquired an interest in a Contract or Yamaha Product giving Dealer title therein or the right to force YMFUS to deliver title thereto, YMFUS shall have a security interest therein under the Uniform Commercial Code as security for the performance by Dealer of its obligations hereunder, and YMFUS and Dealer shall have the respective rights, remedies and obligations of a creditor and debtor under said Code with respect thereto. Dealer shall remain liable for any deficiency following disposition of the Yamaha Product. If Dealer is required to repurchase a Contract pursuant to Section 7(A), Dealer shall be responsible for taking all necessary steps to transfer legal title to the Yamaha Product from YMFUS to Dealer. C. Failure to Repurchase. If Dealer fails to repurchase a Contract as required by Section 7(A), YMFUS may, in mitigation of its damages, repossess the Yamaha Product securing the Contract as may be allowed by law, in which event Dealer will pay YMFUS, in cash upon demand, in addition to any other sums provided for herein, all costs of repossession, including court costs and attorneys fees, and all costs of reconditioning, storing and reselling the Yamaha Product; provided, however, the Dealer waives any right it may have to require YMFUS to mitigate damages or to require YMFUS to make any claim to enforce any right against a Buyer or any third party or to enforce YMFUS s interests in the Yamaha Product. D. Rights of YMFUS on Breach. If Dealer breaches this Agreement in any respect, or any other agreement with YMFUS relating to a Contract, YMFUS shall have, in addition to all remedies provided in this Agreement and at law, the right to immediately terminate this Agreement by electronic or telephone notice to the Dealer, and deem null and void any confirmation approval issued for the purchase of Contracts for which YMFUS has not paid the Purchase Price to Dealer. YMFUS shall have no obligation to purchase from Dealer any Contracts subject to a confirmation approval, which is deemed null and void pursuant to this Section 7(D). E. Dealer Indemnity. Dealer shall indemnify, defend and hold harmless YMFUS, and its employees, officers, directors, agents, affiliates, subagents, representatives, and successors in interest from any claims, losses, damages, liabilities, and expenses, including attorneys fees and costs of litigation which relate to a Contract purchased by YMFUS and arise from Dealer s breach or default under this Agreement, Dealer s conduct, the failure of the transaction to comply with Dealer s representations or warranties in Sections 5 and 6, the failure of a vendor of a Supplemental Contract to honor or perform its obligations thereunder, or any claim asserted under Applicable Law. The Dealer s obligations under this Section 7 shall survive the termination of this Agreement. F. Extension or Variation of Contract. Dealer s liability hereunder shall not be affected by any settlement, extension, forbearance or variation in terms which YMFUS may grant in connection with any Contract or by the discharge or release of the obligation of Buyer(s) or any other person hereunder by operation of law or otherwise. G. Default Interest. If Dealer fails to pay YMFUS when due any sums owed to YMFUS under this Agreement, any addenda hereto, or on or for any Contract, such sums shall bear interest at 18 percent (18%) simple interest per annum, or if such rate is usurious at the highest rate permitted under law, from the date when due until paid. Nothing contained in this Agreement shall be construed to require Dealer to pay interest in an amount or at a rate greater than the highest rate permissible under applicable law. Should any interest or other charges paid by Dealer result in the computation or earning of interest in excess of the highest rate permissible under law, then any and all such excess shall be waived by YMFUS. 8. POWER OF ATTORNEY. Dealer authorizes YMFUS to sign and endorse Dealer s name upon any checks, drafts, money orders, or other forms of payment that may come into YMFUS s possession as payment of or on account of any Contract. Dealer authorizes YMFUS to sign its name to any assignment of any Contract to YMFUS and to sign and endorse Dealer s name on any other instrument necessary to carry out the intent of this Agreement. This Power of Attorney shall be irrevocable and shall remain in effect for so long as there are Contracts outstanding, which have been purchased pursuant to this Agreement. 7

10 9. CHANGE IN CONTROL OF DEALER. In the event the Dealer signs an agreement to sell all, or substantially all, of its assets, or in excess of fifty percent (50%) of its outstanding equity securities, or otherwise relinquishes control of the Dealer s business to an individual or entity other than that individual or entity in control of the Dealer s business as of the date this Agreement is signed, then, prior to tendering any new Contracts to YMFUS, the Dealer must provide written notice to YMFUS of such change in control, in which the Dealer shall describe the transaction by which the change in control occurred, identify the new individual or entity which is in control of the Dealer, identify the new name under which the Dealer will thereafter conduct business, and provide YMFUS any other information regarding the transaction in question and the change in control as YMFUS may reasonably require. 10. TERM OF AGREEMENT. This Agreement shall become effective upon its execution by Dealer and YMFUS and shall continue in force until terminated by either party upon notice to the other, by mail, facsimile, telephone, or electronic communication. Such termination shall in no way affect the obligations of the parties on Contracts theretofore acquired by YMFUS. 11. PRIVACY AND DATA PROTECTION. A. Compliance. YMFUS and Dealer each agree to comply with all privacy and data protection laws, rules and regulations as applicable now and in the future. Without limiting the generality of the preceding sentence, YMFUS and Dealer each agree to implement and maintain appropriate safeguards to protect nonpublic personal information that YMFUS and Dealer receive pursuant to the terms of the Agreement and that they will not use or disclose to any other party any nonpublic personal information so received except as permitted by law. For purposes of this Agreement, the terms nonpublic personal information and financial institution shall have the meanings set forth in Section 509 of the Gramm-Leach-Bliley Act (P.L ) (15 U.S.C. Section 6809) and implementing regulations thereof. The provisions contained in this Section 11 shall survive the termination or expiration of the Agreement, by the expiration of time, by operation of law, or otherwise. B. Maintenance. YMFUS and Dealer represent and warrant to the other that each presently maintains, and will continue to maintain and periodically test the efficacy of, appropriate information security programs and measures designed to ensure the security and confidentiality of Customer Information (as defined in 16 CFR 314.2(b)). Such information security programs and measures shall include appropriate procedures designed to (1) insure the security and confidentiality of such information, (2) protect against any anticipated threats or hazards to the security or integrity of such information, and (3) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer of YMFUS or Dealer. YMFUS or Dealer, its representative and applicable governmental regulators may, from time to time, also audit the security programs and measures implemented by the other pursuant to this Section 11, and no fees shall be imposed in connection with any such audit. 12. JOINT MARKETING AND SERVICING. YMFUS and the Dealer agree nonpublic personal information of Buyers may be disclosed to each other for the purposes of joint marketing of YMFUS financial products or to take action necessary for YMFUS to service the Buyer in order to: (i) administer Contracts; (ii) facilitate Contract termination; or (iii) effectuate the disposition of Yamaha Products. The Dealer agrees to comply with any applicable marketing law and regulations of the Federal Trade Commission, any other applicable federal authority, and of its state. Such law and regulations include those relating to telemarketing, do not call lists, and other limitations on communication, electronic or otherwise. The Dealer shall notify YMFUS within seven (7) calendar days of any Buyer request to be placed on a Do Not Call list. 13. CONFIDENTIALITY. All material and information supplied by YMFUS to the Dealer or by the Dealer to YMFUS pursuant to this Agreement, including but not limited to marketing plans, objectives or financial results, is confidential and proprietary ( Confidential Information ). Such Confidential Information will be used by each party solely in the performance of its obligations and exercise of its rights pursuant to this Agreement. The Dealer and YMFUS will receive Confidential Information from each other in confidence and will not disclose such Confidential Information to any third party, except (i) as contemplated under this Agreement, (ii) as may be agreed upon in writing, (iii) in the case of YMFUS, to any of its affiliates, or (iv) to the extent necessary, in exercising or enforcing its rights or as otherwise required by 8

11 law. YMFUS and the Dealer will each use its best efforts to ensure that its officers, employees and agents take such action as will be necessary or advisable to preserve and protect the confidentiality of Confidential Information. Confidential Information will not include information in the public domain and information lawfully obtained from a third party. 14. GENERAL. A. Offsets. YMFUS may deduct Offsets from any obligation or funds due Dealer hereunder, and such amounts shall be forwarded to the applicable party to whom Dealer is so obligated to be applied to Dealer s outstanding obligations to such party. Any monies, Contracts, or any property of any nature or description, which may come into the possession of YMFUS, may be held by YMFUS and applied, at any time, to satisfy all or any part of such obligations. B. Advertising. Dealer agrees not to identify or make any reference to YMFUS in any advertising placed in any medium (including signs on Dealer s premises) without prior written approval from YMFUS. C. Contract Forms. Dealer may use any contract form for which YMFUS has given its prior approval. YMFUS may, at its option, purchase Contracts that originated as blank generic contract forms, whether printed or electronic, that are acceptable to YMFUS in its sole discretion. YMFUS makes no representation or warranties of any kind, express or implied, relating to any form used to evidence a Contract. D. Collection of Contracts and Payments. YMFUS shall have the sole right to make collections on all Contracts and Dealer shall not make any collections or repossessions with respect to any Contract sold to YMFUS, nor accept the return of, nor make any substitution of, any of the subject matter of such Contracts, without YMFUS s prior written consent. Dealer shall hold in trust and promptly forward to YMFUS all communications and remittances received in reference to said Contract. Should any payment be made to Dealer under a Contract sold to YMFUS, Dealer shall receive such payment in trust and shall remit it to YMFUS, properly endorsed to YMFUS where appropriate, within three (3) days of receipt in the form received for credit to such Contract and shall advise Buyer to make all future payments directly to YMFUS. E. Exchanges, Returns, Adjustments and Remarketing: Dealer shall maintain a policy for the exchange, return, and adjustment of Yamaha Products and services that is in accordance with industry standards and all applicable laws. If so requested by YMFUS and approved by Dealer, Dealer agrees to assist YMFUS by actively remarketing Yamaha Products that (i) are returned to Dealer by Buyer on a voluntary basis; (ii) Dealer, upon request from YMFUS, has repossessed from Buyer on a voluntary basis, wherever such Yamaha Product is located; and (iii) YMFUS physically delivers to Dealer. Dealer agrees, if so requested by YMFUS, to store for YMFUS the Yamaha Products referred to in clauses (i), (ii) or (iii) above and to use its best efforts to remarket such Yamaha Products. Dealer agrees to store without charge to YMFUS the Yamaha Products on its premises until such Yamaha Products are redeemed by the Buyer, sold to Dealer or delivered to third party purchasers of the Yamaha Products as directed by YMFUS. Dealer may submit one of the sealed bids to YMFUS for such Yamaha Products in an AS IS condition. Dealer shall exercise the same degree of care in safeguarding the Yamaha Products during the storage period as Dealer exercises in safeguarding Dealer s own inventory and at all times shall have sufficient insurance coverage in order to maintain the repossessed Yamaha Products until such time as they are remarketed. The operation of the Yamaha Products by Dealer for any purpose during the period of storage (except for the purpose of routine testing before Buyer may purchase such Yamaha Product) shall be deemed to be a Default and shall entitle YMFUS to the remedies under this Agreement and applicable law. Notwithstanding anything to the contrary herein, the disposal of Yamaha Products shall be in accordance with applicable law in order to preserve the rights of the Buyer(s) and any other owner in the Yamaha Products, as well as YMFUS rights and remedies against the Buyer(s) under the Contract, related documents thereto, and applicable law. F. Waiver. Dealer hereby waives any failure or delay on YMFUS s part in asserting or enforcing any right, which YMFUS may have at any time hereunder. Dealer hereby expressly waives notice of acceptance of this Agreement, notices of non-payment and non-performance, notices of amount of indebtedness outstanding at 9

12 any time, protests, demands and prosecution of collection, foreclosures and possessory remedies all as may be permitted by law. G. Dealer Not an Agent. This Agreement and any action pursuant hereunder do not make Dealer the agent or representative of YMFUS for any purpose. When acting under this Agreement, Dealer shall be an independent contractor and not an agent or representative of YMFUS. Dealer is not granted any express or implied right to bind YMFUS in any manner. H. Notices. Except as expressly permitted in this Agreement, all notices required or permitted to be given hereunder shall be in writing and shall be effective upon personal delivery, facsimile, or electronic communication, or three (3) days after deposit in the U.S. Mail, postage prepaid and properly addressed as stated below. Each party shall promptly provide the other with notice of any change in address. I. Binding Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors, and assigns; provided, however, that Dealer shall not assign this Agreement or any rights hereunder by operation of law or otherwise without YMFUS s prior written consent. J. Books, Records and Financial Statements. Dealer shall maintain complete and accurate records concerning the sale to YMFUS of each Contract and underlying Yamaha Product, and all other transactions affecting the Yamaha Product. Dealer shall, from time to time, allow access of such records as may be deemed necessary by YMFUS. YMFUS may request financial information regarding Dealer. Dealer shall provide such information in a form satisfactory to YMFUS upon request. Dealer represents and warrants that all such information shall be complete and accurate, and that all financial statements shall be prepared in accordance with generally accepted accounting principles. K. Credit Investigation. Dealer authorizes YMFUS to investigate Dealer s creditworthiness and credit capacity as may, in YMFUS s discretion, be necessary from time to time. L. Amendments. This Agreement may be amended either by a separate writing which is dated and executed by both YMFUS and Dealer, or by a separate writing which is forwarded to and received by Dealer from YMFUS, in which case the amendments contained therein shall be deemed accepted without qualification by Dealer upon the issuance pursuant to Dealer s request of the first Contract confirmation, as provided for in Section 2A, from YMFUS following the receipt of such writing. M. Rights and Remedies. YMFUS s rights and remedies under this Agreement are cumulative and not exclusive and any rights available to YMFUS pursuant to the Uniform Commercial Code or any other remedy at law or equity may be exercised by YMFUS and any failure by YMFUS to exercise its rights hereunder shall not operate as a waiver of such rights. No course of dealing by YMFUS with the Dealer shall act as a waiver of any of YMFUS s rights and remedies under this Agreement. N. Integration. This Agreement and any addenda hereto supersede all previous agreements as to the subject matter hereof between YMFUS and Dealer. YMFUS and Dealer further agree that the execution of this Agreement and any addenda hereto shall not affect the rights and obligations of the parties hereto with respect to Contract(s) previously purchased by YMFUS from the Dealer, which rights and obligations shall continue to be governed by the Dealer Retail Finance Agreement in effect at the time such Contract was purchased by YMFUS. O. Contract Copies. YMFUS may microfilm, make electronic images, or otherwise copy Contracts (which for the avoidance of doubt in this paragraph shall also include this Agreement) and destroy the original Contracts and Dealer agrees that YMFUS s destruction of the original Contracts shall not affect any of its obligations to YMFUS under this Agreement, including without limitation, Dealer s obligation to repurchase Contracts. Dealer agrees that copies of Contracts will be acceptable with respect to any repurchase obligation and all other purposes of this Agreement and any addenda hereto. 10

13 P. Affiliates. Dealer authorizes YMFUS to share information about this Agreement and the purchase of Contracts with: (i) other entities affiliated with YMFUS through common ownership of YMFUS, (ii) subservicers, subcontractors, or other vendors that YMFUS may utilize in connection with this Agreement, and (iii) YMFUS s creditors, examiners, regulators, or other personnel having oversight responsibilities over YMFUS. Q. Headings. Headings at the beginning of each Section and paragraph are for convenience only and are not intended to otherwise influence or affect the interpretation of any provision of this Agreement. R. Further Assurances. Dealer agrees to undertake all acts reasonably requested by YMFUS with regard to the subject matter of this Agreement, including, but not limited to, providing YMFUS with such information as YMFUS may request evidencing compliance by Dealer with all Dealer s obligations hereunder and evidencing the continuing compliance with all warranties and representations of Dealer hereunder. S. Severability. It is the intent of the parties that if any part(s) of this Agreement be deemed by a court to be unenforceable, such unenforceability shall not affect the rest of this Agreement and the remaining portions of this Agreement shall remain in full force and effect. T. Transfer of Yamaha Product. If the interests of a Buyer in a Yamaha Product are transferred by any means to any other person, YMFUS may: (a) enforce its right to accelerate payment of the amount then owing under the Contract, (b) elect to permit the transfer without so accelerating, or (c) enter into any agreement with the transferee pursuant to which the transferee assumes the Buyer s obligations on the same or on amended terms. In none of these cases shall Dealer s obligations to YMFUS under this Agreement be affected, whether or not Dealer is consulted with regard to the same, and if the transfer is permitted or an assumption occurs, the term Buyer, as used throughout this Agreement, will be deemed to refer not only to the original purchaser of the Yamaha Product but also to the transferee as of the date of the transfer, acknowledging that the Dealer cannot make any specific representations or warranties concerning the transferee. U. Compliance Addendum. Dealer hereby acknowledges receipt of the attached Compliance Addendum and by executing the same agrees to abide by the terms and conditions therein. V. Waiver of Jury Trial. THE PARTIES HERETO RECOGNIZE AND AGREE THAT ANY CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN THE PARTIES UNDER THIS AGREEMENT OR ANY ADDENDA HERETO OR ARISING OUT OF THE RELATIONSHIP CREATED BY THIS AGREEMENT OR ANY ADDENDA HERETO WOULD INVOLVE DIFFICULT AND COMPLEX ISSUES THAT IT WOULD BE MORE APPROPRIATE TO TRY BEFORE A JUDGE WITHOUT A JURY. THE PARTIES DESIRE TO MINIMIZE THE DELAYS, TIME AND EXPENSES THAT ARE INHERENT IN JURY TRIALS AND TO EXPEDITE THE RESOLUTION OF ANY SUCH CLAIMS, DISPUTES AND CONTROVERSIES. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED ON THIS AGREEMENT, OR ANY TRANSACTIONS CONTEMPLATED HEREIN, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR TO ANY RELATED DOCUMENT. This provision is a material inducement for the parties entering into the subject transaction. W. Governing Law. This Agreement shall be governed and interpreted pursuant to the laws of the state in which Dealer is located as indicated below. 11

14 Accepted this day of 20 : Yamaha Motor Finance Corporation, U.S.A Katella Ave. Cypress, CA Dealer (Name of Dealer) By: (Signature) (Print Name & Title) 6555 Katella Avenue (Street Address) Cypress, CA (City, State, Zip) By: (Signature) (Print Name & Title) (Street Address) (City, State, Zip) 12

15 COMPLIANCE ADDENDUM This Compliance Addendum ( Compliance Addendum ) is an addendum to the Dealer Retail Finance Agreement dated, 20 ( Agreement ) by and between Yamaha Motor Finance Corporation, U.S.A., ( YMFUS ) and ( Dealer ). Capitalized terms used but not defined in this Compliance Addendum shall have the meaning given to them in the Agreement. The Fair Credit Reporting Act and the Equal Credit Opportunity Act apply to all parties who in the ordinary course of business regularly participate in the decision of whether or not to extend credit. In addition, the Customer Identification requirements of the USA PATRIOT Act apply when extending credit. The Fair Credit Reporting Act was enacted to prevent applicants for credit from being damaged because of inaccurate or arbitrary information in their credit files and to regulate the use of consumer credit reports. The Equal Credit Opportunity Act and regulations there under, together with similar state and local laws and regulations applicable, prohibit, among other requirements, discrimination in the granting of credit and further state that the applicant for credit shall not be discriminated against because of race, color, religion, national origin, sex, marital status, or age (provided that the applicant has the capacity to enter into a binding contract), the fact that all or part of the applicant s income derives from any public assistance program, or the fact that the applicant has in good faith exercised any right under the Consumer Credit Protection Act. In addition, the Act contains rules concerning the requiring of co-makers or co-applicants on loans. The USA PATRIOT Act was enacted in response to terrorism and increased need to identify the borrower. In order that Dealer might have an understanding of its requirements and YMFUS s procedures under the applicable legislation, the requirements and procedures are outlined below: 1. Dealer should obtain a completed YMFUS credit application on each customer interested in purchasing a Yamaha Product through a retail installment sale contract. The applicant will be required to sign the appropriate space to verify its accuracy and to authorize YMFUS to investigate the applicant s credit background. 2. Dealer must advise each applicant that YMFUS is the creditor to whom the credit application will be sent. 3. YMFUS will send an Adverse Action notification, which shall include the Fair Credit Reporting Act and Equal Credit Opportunity Act notifications, and any other required notifications, to each applicant whose request cannot be approved. 4. To aid YMFUS in the performance of its obligations set forth in Item 3, and to otherwise comply with its obligations under the Agreement, Dealer must take all reasonable steps, to obtain the complete borrower name, physical address, social security number and date of birth to determine and authenticate the borrower(s) is/are whom he/she/it/they claim to be and that each has a valid driver s license. 5. Dealer should not include a copy of any applicant s driver s license in any Contract package. Yamaha Motor Finance Corporation, U.S.A Katella Ave. Cypress, CA By: Title: Dealer (Legal Name): (DBA) By: Title: Address: Date: 13