premier auto credit · 2015. 6. 23. · premier auto credit p.o. box 2035, van nuys, ca 91404 *...

Premier Auto Credit P.O. Box 2035, Van Nuys, CA 91404 * Tel: (818) 881-1234 * Fax: (818) 881-1493

Dear Dealer,

Thank you on deciding to establish a financing relationship with Premier Auto Credit.

In order to get started we will need the following forms filled in and signed:

1. Dealer Application

2. Dealer Agreement

3. Agreement For Entitlement

4. Authority to Sign Sales Contracts

5. References (Business and Personal)

We will also need copies of the following:

1. Dealer Bond

2. DMV Dealer License

3. Business Tax License

4. Copy of owner’s, partners, or officer’s driver’s license(s)

5. Seller’s Permit (State Board of Equalization)

6. Business Card

7. If Incorporated, Articles of Incorporation and Statement by Domestic Stock

Corporation.

The following pages are included for your reference:

1. Documents and information for funding

Sincerely,

Monica Moreno

Funding/Sales Department

818-201-1352

[email protected]

DEALER APPLICATION

DEALERSHIP INFORMATION

Dealership Name __________________________________________

Address _________________________________________________

City, State, Zip ____________________________________________

Phone ( ) ____________________ Fax ( ) __________________

E-mail Address____________________________________________

Length of Time in Used Car Business? _________________________

Length of Time at This Location? _____________________________

Do you own or lease your lot? _____________Own ___________Lease

Mortgage Holder or Landlord _________________________________

Address _________________________________ Phone ( ) _________________

Bank _______________________________________________________________

Branch _____________________________________________________________

DEALERSHIP PRINCIPALS

Name ______________________________________ D.O.B __________________

Corporation Title _____________________________________________________

DL Number _________________________________ S.S.N. __________________

Home Address _______________________________________________________

Phone ( ) _____________________ Own ___________ Rent ________________

Mortgage Holder or Landlord ___________________________________________

Address ________________________________________Phone ( ) ___________

Name ______________________________________ D.O.B __________________

Corporation Title _____________________________________________________

DL Number _________________________________ S.S.N. __________________

Home Address _______________________________________________________

Phone ( ) _____________________ Own ___________ Rent ________________

Mortgage Holder or Landlord ___________________________________________

Address ________________________________________Phone ( ) ___________

The undersigned hereby authorizes Premier Auto Credit to gather whatever credit or business

history it considers necessary and appropriate for the purpose of establishing a business

relationship.

Date ______________________ Signature __________________________________ by Owner, Partner, or President

Date ______________________ Signature __________________________________ by Partner, Vice-President or Secretary Treasurer

CHECK LIST

__________Dealer Application __________Dealer Bond

__________Dealer Agreement __________DMV Dealer License

__________Sales and Use Tax Election __________Business License __________Authority to Sign Sales Contracts __________Driver’s License(s)

__________References __________Seller’s Permit

__________Business Card(s) __________Articles of Incorporation

__________Credit Report (optional)

AGREEMENT FOR ENTITLEMENT

AGREEMENT FOR ENTITLEMENT TO REFUND, DEDUCTION OR CREDIT UNDER SECTION 6055,

CALIFORNIA REVENUE AND TAXATION CODE

1. Definitions – The following terms are defined as follows:

a. “Retailer” means (dealer name) _________________________________________, and all of its subsidiaries,

affiliates and assignees. The Retailer’s California sellers permit number is _________________________________.

The Retailer’s California business address is _________________________________________________________.

b. “Lender” means Premier Auto Credit. The Lender’s California account number is SLAC 100-793420.

c. “Accounts” means any and all accounts and contracts created between the Retailer and its retail customers with

respect to the purchase of tangible personal property, which is subject California sales tax, which accounts are or

have been assigned directly from the Retailer to the Lender.

2. Blanket Assignment of Retailer’s Rights and Interest in Accounts. The Retailer and the Lender agree that all of the rights

and interest of the Retailer in any and all Accounts, whether currently in existence or created in the future, including the

right to claim sales tax refunds, deductions or credits, are irrevocably assigned, transferred and relinquished to the Lender.

3. Entitlement to Tax Refund or Deduction on Accounts. The Retailer and the Lender agree that the Lender is the party

entitled to claim any potential sales tax refunds or deductions as a result of bad debt losses charged off by the Lender on

any and all Accounts currently existing or created in the future which have been assigned from the Retailer to the Lender.

The Retailer agrees that is has not and will not claim a deduction or refund with respect to any Accounts currently existing

or created in the future and hereby relinquishes to the Lender all rights to the Accounts and all rights to claim such

deductions or refunds.

4. Election Pursuant to Section 6055 (b)(4), California Revenue and Taxation Code. The Retailer and the Lender hereby make

an irrevocable election pursuant to section 6055 (b)(4), California Revenue and Taxation Code, that designates and entitles

the Lender (and not the Retailer) to claim the deduction or refund provided under section 6055 (b) with respect to any

Accounts found worthless and charged off for income tax purposes. The effective date of the election is January 1, 2000.

5. Payment of Sales Tax. The Retailer represents and warrants that it has reported the tax on the sale on the property with

respect to the Accounts, and that it will report the tax on the sale of the property with respect to future Accounts.

6. Confidentiality. The Retailer and the Lender acknowledge that the California State Board of Equalization may disclose

relevant confidential information to all parties involved in order to evaluate, support and confirm the deductions or refunds

claimed pursuant to section 6055, California Revenue and Taxation Code.

7. Documentation. The Retailer and the Lender agree to furnish any and all documentation required or requested by the

California State Board of Equalization that is necessary to support the claim for refund filed by the Lender.

8. Term. This election may not be amended or revoked unless a new election, signed by both the Retailer and the Lender, is

filed with the California State Board of Equalization.

9. Filing of Election. The Lender and the Retailer agree that the Lender shall file this Agreement as an election with the

California State Board of Equalization pursuant to Section 6055, California Revenue and taxation Code.

By: ____________________________________ By: Sean Rastegar, President_______________ “Retailer” (Print Name and Title) “Lender” (Print Name and Title)

____________________________________ __________________________________ “Retailer” (Signature) “Lender” (Signature)

Date: __________________________________ Date: ________________________________

AUTHORITY TO SIGN SALES CONTRACTS I/We, _____________________________, owner(s) of ________________________ (name of

Dealership) located at ____________________________________________________ (address)

referred to here as the Dealership, do hereby appoint and grant authority to the following

individuals (hereinafter referred to as ASSIGNEES) to sign on behalf of the dealership the sales

contract for purchase by Premier Auto Credit. The ASSIGNEE’S signature guarantees the

validity, legality, enforceability and accuracy of the sales contract executed between the

Dealership and the buyer in the very same way as if I have signed the contract myself and of

which the same validity, legality, enforceability and accuracy of the sales contract is guaranteed

upon presentation to you for purchase.

This authorization serves all the purposes and intents of the Dealer Agreement which was signed

with Premier Auto Credit in its Auto Contract Purchase program. This authority is binding until

revoked by me in writing to you.

Signed:

______________________________ Dealer Owner – Signature & Printed Name—Date

______________________________ Dealer Owner – Signature & Printed Name—Date

PRINTED NAME (REQUIRED) SIGNATURE (REQUIRED)

1. ___________________________ ___________________________

2. ___________________________ ___________________________

3. ___________________________ ___________________________

4. ___________________________ ___________________________

5. ___________________________ ___________________________

6. ___________________________ ___________________________ INSTRUCTIONS:

PLEASE FILL IN THE BLANKS WITH THE PRINTED NAME IN FULL ON THE LEFT HAND COLUMN AND THE ASSIGNEE’S

SIGNATURE ON THE RIGHT COLUMN.

BUSINESS REFERENCES

Finance Company: Finance Company:

Name________________________ Name________________________

Address______________________ Address_______________________

_______________________ ______________________

Phone Number_________________ Phone Number________________

Contact Person_________________ Contact Person_________________

Auto Auction: Auto Auction:

Name________________________ Name________________________

Address______________________ Address______________________

_______________________ ______________________


Contact Person__________________ Contact Person__________________

PERSONAL REFERENCES

Name________________________ Name________________________

Address______________________ Address_______________________

_______________________ ______________________


Relationship___________________ Relationship__________________

Name________________________ Name________________________

Address______________________ Address______________________

_______________________ ______________________



Name________________________ Name________________________

Address______________________ Address______________________

_______________________ ______________________



References may be called prior to credit approvals and further business for verifications with

Premier Auto Credit.

initial here____________ Dealer Agreement (revised 6/13) – Dealer’s Package

DOCUMENTS AND INFORMATION FOR FUNDING

1. Original Credit Application with the communications disclosure

2. Complete wholesale bluebook with mileage, dealer name and VIN #.

3. Original Contract – must be signed front and back and assigned to Premier Auto Credit with the approved

recourse term (SPANISH CONTRACTS NEEDED FOR SPANISH SPEAKING CUSTOMERS) 553

CONTRACT IS PREFERRED. 552/553 must have the ARB disclosure as of 7/13.

4. Landlord information – name and phone number (tenant satisfaction needed)

5. Complete references verifiable, no repetition of phone or address; 2 of the references must be close relatives

preferably mother, father, sister, brother, aunt, uncle, cousins.

6. Agreement to furnish insurance with insurance information

7. Insurance policy is REQUIRED (must be covered with comprehensive and collision at $500 deductible) and loss

payee is Premier Auto Credit. Insurance card is NOT acceptable.

8. Co-signer agreement (if applicable).

PREMIER AUTO CREDIT NEEDS A COPY OF THE FOLLOWING:

□ Copy of our loan approval

□ P.O.I - Must be Current pay stubs within 30 days of contract date.

□ Self employed customers need at least 3 months complete bank statements showing deposits.

□ P.O.R – Must be Current utility, telephone, or cell phone bill, with customer address.

□ Valid CA DL if applicable

□ Odometer disclosure (262)

□ Report of Sale

□ Buyers Guide

□ Gap (if applicable) Premier Gap Disclosure signed by Customer and dealer.

□ Extended Warranty (if applicable) Must be Paid for in advance.

□ Customer Interview Required

□ If GPS is requested must be purchased from our Vendor (no fee will be charged if Premier GAP is added to

the loan for $495 otherwise the fee is $180 for GPS.

□ Carfax or Autocheck Report - must be provided at time of funding signed by customer.

□ GPS Agreement - signed by customer.

□ Optional Goods & Services Disclosure

□ Contract cancellation form

□ Lien holder on registration and insurance should be listed as :

Premier Auto Credit

P.O. Box 2035

Van Nuys, CA 91404

Premier Auto Credit branch office is located:

6502 Van Nuys Blvd

Van Nuys CA 91401


Funding Department

Funding and Sales Manager Monica Moreno

Phone# 818-881-1234 Ext 352

Fax# 818-536-0527

Email: [email protected]

Data Entry/Approvals

Jessica Rodriguez… Ext 362 Araceli Ulloa…Ext 187

Direct# 818-201-1362 Direct # 818-285-7187

Fax# 818-881-1493 Fax# 818-881-1493

Email: [email protected] Email: [email protected]

Funding Dept. # 818-881-1234 Ext 501 (Calls will go to funder that’s available)

Funding Lead

Karla Macias… Ext 353 Jennifer Galdames … Ext 366

Direct # 818-201-1353 Direct# 818-201-1366

Fax # 818-474-0043 Fax# 818-657-7292

E-Mail: [email protected] E-Mail: [email protected]

Brenda Luna … Ext 159 Khristna Chavez … Ext 351

Direct# 818-285-7159 Fax# 818-301-0168 Direct# 818-201-1351 Fax#818-474-0040

E-mail: [email protected] E-Mail: [email protected]

Ana Aragon … Ext 153 Juan Morfin … Ext 374

Direct# 818-285-7153 Fax#818-301-1269 Direct# 818-201-1374 Fax#818-337-1724

E-Mail: [email protected] E-mail: [email protected]

Carmen Carlin … Ext 350 Maria Zavala … Ext 155

Direct# 818-201-1350 Fax# 818-474-0039 Direct# 818-285-7155 Fax# 818-474-0054

E-mail: [email protected] Email: [email protected]

All Goldstar GPS transfers Must be transferred to Premier Auto Credit: Account 157514

Code for Registrations is ABV. Please use this code for ELT.

mailto:[email protected]












PREMIER AUTO CREDIT DEALER AGREEMENT

PREMIER AUTO CREDIT (referred to as “PREMIER” or the “Company”) and ____________________________

____________________________ and its successors (referred to as the “Dealer”) enter into this agreement that will apply when

PREMIER purchases an acceptable Contract from the Dealer. PREMIER and Dealer may be referred to as the “Parties.” A

“Contract” is a retail installment auto sales Contract either on a simple interest finance charge or on a pre-computed finance

charge that the Dealer uses in selling a vehicle to its buyers on installment. PREMIER is not obligated to purchase any Contract

submitted by the Dealer. Credit approval of PREMIER is required and all available information will be verified before the

Dealer gets paid for the Contract. This agreement outlines for both parties the rules, rights and obligations regarding any

Contracts purchased by PREMIER from Dealer and supersedes any prior, earlier or existing Dealer Agreement executed by the

Parties, if any. Upon cashing PREMIER’s check for the purchase of a Contract, the Dealer reaffirms all of PREMIER’s terms

and conditions in this Dealer’s Agreement and the funding check stub and acknowledges that the signature on the Contract is by

the Dealer’s authorized representative.

1. Dealer’s Declaration, Affirmation and Binding Obligation. The Dealer represents, declares, agrees, affirms, binds and

obligates itself on every Contract it submits and/or submitted and purchased by PREMIER that:

a. The Dealer is a registered and licensed business of retailing used cars, is the owner of the Contract and has the legal

right to sell the Contract to PREMIER.

b. The sale transaction and the Contract from the sale comply with all applicable federal, state and local laws and

regulations.

c. The Contract is a result of a sale transaction between the Dealer and the buyer(s) and is a valid obligation, legally

binding, enforceable and conforming to all applicable laws.

d. All information in the Contract is true and accurate in every respect, has valid signature(s) of the buyer(s) and shows the

correct terms of the transaction of the sale of a motor vehicle.

e. All signors at the time of their signature have the legal capacity to enter into a Contract.

f. The Dealer will provide all the required and updated information and documentation to PREMIER on the buyer(s), on

the collateral vehicle and on the financing of the vehicle and any other stipulations on the Credit Approval.

g. All down payments and deferred payments have been or will be paid per the contract by the buyer(s) in cash or trade-in,

without help from the Dealer.

h. No payment will be made by Dealer to PREMIER on behalf of the buyer(s) on the Contract.

i. Prior to selling a vehicle, Dealer obtained and properly disclosed to the Buyer(s) the accurate history of the vehicle being

sold, including without limitation, any and all infirmities on the vehicle’s title (salvaged, lemon or gray market), true

miles unknown (TMU), any and all previous accidents, frame damage and/or body damage.

j. The vehicle on the Contract is an acceptable vehicle with all issues in paragraph (i) properly disclosed in advance to

buyer and PREMIER.

k. The title and ownership will be transferred to the buyer(s), and will have PREMIER listed as the lien holder of the

vehicle upon funding of the loan. Dealer agrees that the funding check for any Contract or vehicle titles that are

available to Dealer will not be released by PREMIER until the submission of any outstanding vehicle’s title or current

vehicle registration is delivered to PREMIER. PREMIER reserves the right not to release any titles in its possession to

the Dealer upon an event of default as outlined in Section 8 below.

l. The Dealer agrees to install an approved Electronic Tracking Device, Global Positioning System (GPS) Unit on certain

vehicles as a condition of PREMIER’s approval. Dealer warrants and represents that in the event Dealer has installed a

GPS device, that Dealer has obtained the appropriate written consent of the Buyer. Dealer agrees to indemnify

PREMIER and hold it harmless from all claims, actions, suits, proceedings, costs, expenses, loss, damages, and

liabilities, including attorneys’ fees, arising out of or connected with, relating to or resulting from any contention,

whether well-founded, baseless or otherwise, that there has been a violation of, or failure to comply with any laws in

connection with the installation and use of the GPS Unit prior to, concurrent with or subsequent to the Assignment of the

Contract to PREMIER and that Dealer will disable and remove the GPS Unit at Dealer’s own expense should PREMIER

request.


m. The Dealer will make timely payments to all third parties as indicated on the contract, including sales tax and other

required fees, optional service contracts and GAP not purchased from PREMIER. Failure to make such payments will

cause an event of default.

n. The Dealer and principal owner(s) in their individual capacity guarantee full payment on a demand by PREMIER to

repurchase a Contract during its term, whether the Contract is in default during the recourse period or upon any

disclosure of an event that is contrary to Dealer’s representations, or in Dealer’s failure to comply with any of the

provisions of this agreement.

o. In the event that any information or documentation submitted by the Dealer turns out to be false, misleading, untrue or

fabricated, whether intentional or not, it shall constitute an event of default and shall be subject to the terms and

provisions of Section 5 and Section 8 of this Dealer Agreement.

p. In the event Dealer violates paragraph 1(i) and Buyer(s) makes a claim against PREMIER alleging a failure to disclose

any part of the vehicle’s prior history, including those items listed, then, in PREMIER’s sole discretion, Dealer is

required to and agrees to repurchase the Contract pursuant to Section 5 of this Agreement upon demand by PREMIER

even if such demand is made after the applicable recourse period has passed. Once that demand is made, PREMIER is

no longer the holder in due course of that Contract and Dealer shall defend itself against the Buyer(s) claims without any

recourse against PREMIER.

2. Recourse, Discounts, Specific Holdbacks, and Fees on Contract. The terms and conditions on each submitted Contract

are outlined in the credit approval. Any request by the Dealer to change or modify the credit approval’s terms & conditions

can be done only during the funding process of the deal subject to PREMIER’s decision. After the funding check is created,

PREMIER’s credit approval terms & conditions are final and no more changes or modifications can be done thereafter.

a. Recourse Period. Contracts purchased by PREMIER will be “with recourse” for the number of months specified in the

credit approval of PREMIER. The recourse period applied in the Dealer’s Agreement is referred to as the borrower’s

number of timely paid consecutive initial payments in the credit approval. This period will be indicated by the Dealer at

the back of the Contract, or on PREMIER’s approval sheet or on the funding check, whichever is longer, unless

otherwise specified. During the recourse period, if any payment is more than 30 days past due, an additional 3 payments

will be added to the original recourse period. The recourse period will continue to be increased as long as the borrower

continues to make any payments more than 30 days past due. The recourse period is considered to be completed when

the buyer on the Contract makes the specified number of timely consecutive payments to PREMIER. Any payment

coming from the Dealer during the recourse period or deducted from the amount of the funding check does not

constitute a timely consecutive payment and will cause an additional number of payment(s) recourse to restore the

original approved number of recourse payments from the borrower. The Dealer agrees not to collect, ask, require or

demand any monthly payment during the recourse period from the borrower.

b. Discounts and Other Fees on Contract. Each Contract purchased by PREMIER may carry a negotiated discount and

an origination fee that will be shown on the credit approval and attached to the check to the Dealer. The Dealer also

agrees not to pass on any fees to the buyer(s), including the purchase or installation cost of the GPS device.

c. Specific Holdbacks. PREMIER may require a holdback on a Contract from time to time. PREMIER will issue payment

to Dealer in an amount equivalent to the holdback amount when that specific Contract is fully paid, or half of the

holdback amount to the Dealer upon half of the completion of the total term on the Contract (or half of the remaining

term for aged loans), provided that the account is not past due. Any holdback amount on an account that is a repurchase

or a charge off or a total loss will not be released to the Dealer. PREMIER reserves the right not to release any specific

holdbacks to the Dealer if the Dealer is in default of any provision in this agreement, including those outlined in Section

8, or if there are any pending lawsuits or complaints against PREMIER on any of the contracts purchased from the

Dealer.

3. Collections. Collection activity is the sole right of PREMIER on the amount financed of the purchased Contracts from the

Dealer and notification by whatever means will be made to each buyer in the Contract to pay directly to PREMIER.

PREMIER, however, will not be liable for the collection on any other amount due other than amount financed to Dealer.

The Dealer will not take part in collections, have the vehicle repossessed, or negotiate a settlement with the buyer in the

purchased Contract except to forward all payments of the buyer to PREMIER within 24 hours without the need of

notification or advice from PREMIER. Dealer re-affirms that under no circumstances will it make payments to PREMIER

on behalf of the buyer who has not made payments. PREMIER is not liable or under any obligation to disclose to the Dealer

in any manner on its collection efforts on any purchased Contract.


4. Collections Activity/Repossession by Dealer. Dealer may engage in collection efforts and/or repossession activities only if

Dealer meets the definition of a “Secured Party” as defined in section 9102 of the California Commercial Code (e.g. the

Contract has been re-assigned to Dealer) and Dealer conducts itself in accordance with all applicable federal and state laws,

regulations, and/or ordinances when engaging in such activities.

5. Repurchase of Contract. At any time prior to completion of a Contract (e.g. full performance) if: (i) fraud is found or any

event directly or indirectly caused by the Dealer discloses an event contrary to any of its representations and declarations,

including but not limited to inaccurate information contained in the credit application, the Kelly Blue Book sheet, and any

other supporting documentation such as the paystubs, encashed paychecks, and similar documentation or (ii) Dealer fails to

comply with other provisions in this Agreement including, without limitation, paragraph 1(i) or (iii) the buyer in the

Contract defaulted within the recourse period, the Dealer shall immediately repurchase that Contract, whether or not the

vehicle was repossessed, for the repurchase amount, including any out-of-pocket expenses incurred by PREMIER. The

repurchase of the Contract by the Dealer is without recourse. The Contract shall be reassigned by PREMIER to the Dealer

after payment of the repurchase amount. PREMIER’s rights and remedies in the repurchase are cumulative and PREMIER

may exercise any right or remedy to take action against the Dealer, on the vehicle in the Contract, singly or separately and in

any order PREMIER sees fit, without giving up any other right or remedy PREMIER may have. Upon reassignment, the

Dealer shall have all the rights and duties of the secured party under the Contract.

The Dealer will make full payment to PREMIER for the Contract it is obligated to repurchase upon demand. The repurchase

amount is typically calculated as follows: (i) the amount of the funding check for that particular Contract less (ii) principal

payments received, plus (iii) reserves released, if any, plus (iv) repossession and impound fees. PREMIER, at its sole

discretion, has the right to include in the repurchase amount any and all “fees” associated with a Contract including without

limitation, transaction and processing fees, or other similar fees, as well as accrued interest and the full amount of the

original discount. No delay for any reason in repurchasing the Contract is allowed by the Dealer whatsoever, whether

pending an insurance claim or any initiated legal action, when the Contract is in default. The definition of default is when

payment or any portion of a payment has not been received by PREMIER on the due date stated in the Contract. If Dealer

does not pay the repurchase amount within 15 days of receiving a repurchase demand, PREMIER reserves the right to sell

the vehicle. Dealer will be responsible for the remaining balance, as well as legal fees incurred to collect from Dealer.

Any loss incurred after the recourse period shall be charged against the Reserve account. The balance in the Reserve account

is not dependent or in any way related to the Dealer’s obligation to repurchase a Contract upon its demand to do so.

PREMIER may take the proceeds from the Reserve account if the Dealer fails to repurchase a Contract demanded by

PREMIER for repurchase. In case PREMIER takes on the responsibility to collect, repossess, repair, auction, sell and every

other task necessary to recover on a Contract that is not repurchased, the proceeds of sale on the vehicle are entirely

PREMIER’s and Dealer will have no claim on any amount PREMIER receives on the sale of the vehicle.

6. Reserve Account. Contracts indicated as “Reserve-Premier” portfolio in the Credit Approval are deemed to be part of the

Dealer’s Reserve Account. A percentage on each Contract will be withheld and credited towards the Reserve Account. The

Reserve account is subject to the following terms and conditions:

a. PREMIER shall pay Dealer in an amount equivalent to the Dealer Check Amount on the Credit Approval.

b. All Contracts are full (life of loan) recourse. The Dealer agrees to repurchase any Contract that is in default.

c. PREMIER shall release reserves to Dealer at three (3) month intervals. The amount released/paid to Dealer will be an

amount equivalent to the original reserve percentage (as stated in the Credit Approval) multiplied by the principal

portion of installment payments received during the following time periods: November 1st through January 31

st;

February 1st through April 30

th; May 1

st through July 31

st; and August 1

st through October 31

st. Payment to Dealer shall

issue after the end of each period when PREMIER can reasonably calculate the amount to be released. Payments will

not be made on any accounts more than 30 days past due, and no payments will be made if a repurchase demand is

outstanding.

d. The Reserve account shall be held by PREMIER as security: (i) against defaults or losses and other related expenses, (ii)

against any loss or expense which PREMIER may incur due to any breach by Dealer of any provision of this Agreement

or of any provision or any assignment of Contracts; (iii) for Dealer’s payment to PREMIER of any and all liability or

indebtedness now or hereafter owed by Dealer to PREMIER, howsoever arising or acquired; and, (iv) for the insufficient

reserve accounts of other dealers whose ownership involves a common principal with Dealer.

e. PREMIER may at its own option, set off or charge against the Reserve account any amount owed by Dealer to

PREMIER. The right to offset against the Reserve account any amount the Dealer owes PREMIER solely belongs to


PREMIER. The Dealer is not to look to the reserve account to settle any of its obligations to PREMIER under this

agreement.

f. PREMIER may hold and apply any money, property, or negotiable instruments of the Dealer which PREMIER has or

may come into their possession and may apply, credit or setoff the same against any amounts owed by the Dealer. Full

power of attorney is given by the Dealer to PREMIER to endorse and deposit in the Company’s checking account all

negotiable instruments made payable to the Dealer which come into the Company’s possession.

g. The Dealer understands and agrees that it has no ownership or possession in the Reserve account. It must claim the

reserve within two years from the date its last Contract matured or paid off, after which the Reserve will become the

property of PREMIER. The Dealer will have no further claims whatsoever from the past, present or into the future once

it receives its final reserve check from PREMIER.

h. Should the Dealer fail to repurchase any Contracts or fail to transfer legal title to PREMIER on any motor vehicles or

materially breach this agreement in any other manner, Dealer gives up all present and future claims to the Reserve

Account.

7. Buyer Defenses or Complaints. The Dealer agrees that if any buyer in a purchased Contract makes a complaint to or raises

a defense for whatever reason at all related to the purchase transaction, upon demand of PREMIER, Dealer will have fifteen

(15) days to provide a prompt good faith response to mutually satisfy all parties to the transaction. When responding to

buyer’s complaint or defense, Dealer will comply with all applicable state and federal laws and regulations. If the Dealer

fails to respond to satisfy or ameliorate buyer’s complaint or defense, Dealer shall, immediately upon demand of PREMIER,

repurchase the Contract and defend, indemnify and hold harmless PREMIER, and its officers, agents and employees, from

and against liability of every kind, and from loss or damage in any way related to or connected with such claim or defense

whether groundless or not and whether or not the assignment of the Contract was with or without recourse and regardless of

the existence of a balance in the Reserve Account. With regard to any liability of Dealer to PREMIER arising under this

paragraph, Dealer may not resort to the Reserve account but must pay in full.

8. Dealer’s Default and Termination of Agreement. Either PREMIER or Dealer may terminate this agreement at any time,

but such termination shall not affect any obligation on the part of either PREMIER or Dealer which arose out of the purchase

of Contracts hereunder prior to the termination. The Agreement is considered terminated should the Dealer experience any

of the following adverse actions: a) file for bankruptcy; b) close business operations c) be declared in default as a result of

fraud in any form, e.g. padding the Kelly Blue Book sheet or any act with the intent to mislead PREMIER and obtain credit

approval; d) its portfolio has excessive delinquency/losses; or e) the Dealer’s Bond or DMV Dealer’s license is cancelled or

revoked. Upon termination of the Agreement, the Reserve account or the total amount of specific holdback held from the

Dealer is placed on hold. No interest will accrue on the Reserve account and any amount owing to PREMIER by the Dealer

may at PREMIER’s option be subtracted from the Reserve account without prior notice to the Dealer. PREMIER reserves

the right not to release any specific holdbacks, not to release any title in its possession that shows it is the legal owner, not to

release any lien, and reserves the right to apply the same hold on other active accounts until all of PREMIER’s Contracts

purchased from the Dealer are paid off. The Dealer shall not hold on to any vehicle or sell any vehicle in its possession to a

third party if: 1) the repurchase amount on the vehicle has not been paid; or 2) PREMIER is still the registered lien holder or

legal owner on the vehicle; or 3) PREMIER still holds possession of the vehicle title. PREMIER reserves the right to

auction any of the Dealer’s vehicles in its possession or file a claim against the Dealer’s bond, and apply the proceeds

thereof to Dealer’s other unpaid obligations.

9. Waiver. Dealer waives diligence, presentment, protest and all demands or notices as to the Contract and consents to any

extensions of time, compromise with any person, refinances and substitution or release of collateral, without diminishing

Dealer’s liability. The waiver by PREMIER of any default by Dealer, or omission by PREMIER to require compliance with

any of the terms hereof, shall not be deemed to authorize any prior or subsequent default or omission. No waiver of any

right shall constitute a subsequent waiver of that right or any other rights of PREMIER. The rights of PREMIER are

concurrent and cumulative, and one right shall not be exclusive of any other right or remedy allowed by this Agreement or

by law. Should PREMIER charge Contracts due for repurchase against the Reserve Account, it shall not be deemed to have

waived its right to have future Contracts repurchased.

10. Insurance and Bond and DMV Dealer Licenses. Prior to purchase of the Contract by PREMIER, Dealer shall bear the

responsibility for loss to the collateral. The Dealer shall at all times keep an active bond and proof of coverage shall be

forwarded yearly to PREMIER. Likewise, the Dealer shall forward to PREMIER each renewal of the Dealer’s DMV dealer

license.


11. Incorporation of representations. All representations, warranties, guaranties and agreements by Dealer set forth in this

agreement are incorporated in and made a part of each Contract, and all representation, warranties, guaranties, and

agreements by Dealer contained in each Contract (and which are not otherwise specified in this agreement) are incorporated

in and made a part of this agreement.

12. Indemnity. Dealer will indemnify and hold PREMIER and its officers, agents, affiliates and employees harmless and free

from any and all liabilities, losses, costs, and expenses (including attorneys’ fees), resulting from any breach of this

Agreement or any Contract or from any obligation, liability, or action of Dealer or its agents. This indemnification shall

survive termination of this agreement and is in addition to and not in lieu of any other indemnities now or in the future,

whether under other provisions of this agreement or otherwise.

13. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective

and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such

provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such

provision or the remaining provisions of this Agreement.

14. Personal Guaranty. Individuals signing this agreement understand and agree that their personal guaranty is provided as

security for any indebtedness of the Dealer, whether operating as a sole proprietorship, partnership, or corporation or any

other limited liability entity. The obligation of the individuals signing this agreement will remain in effect until all the terms

and conditions of this agreement have been fulfilled without any offset or counterclaim against the Company.

15. Legal Action. In the event of any suit or action arising out of this agreement, PREMIER reserves the right to resolve the

matter through arbitration or by a court of law, whichever it deems more appropriate on a case by case basis. Both parties

agree to abide with the arbitration should that be the choice to resolve the action. In either choice of arbitration or a

resolution by a court of law, the prevailing party shall be entitled to recover, in addition to statutory costs and disbursements,

its reasonable attorneys’ fees, whether incurred before trial, at trial, on appeal, or in an arbitration proceeding. Furthermore,

both parties waive their right to a jury trial and this Agreement shall be governed in accordance with the laws of the State of

California, without regard to any conflicts of law provisions. Jurisdiction and venue in any action will be in Los Angeles

County, California.

16. Successors and Assigns. This Agreement shall inure to the benefit of and bind PREMIER and Dealer and their respective

heirs, representatives, successors and assigns. However, the Dealer may not assign this Agreement except with the prior

written consent of PREMIER.

This Agreement is effective upon the signature of the parties indicated below and supersedes any prior or past Dealer Agreement

that existed between the parties and does not constitute a waiver of any other terms, provisions, conditions, obligations including

rights, explicit or implied, contained herein. This Agreement is accepted by both parties and

dated_________________________________ at _____________, California.

Dealership: _______________________________________________

______________________________ Signature: _______________________________________________

Sean Rastegar - President by Owner, Partner, or President

PREMIER AUTO CREDIT

Print Name/Title: __________________________________________

Sole Proprietor: Owner / Partnership: Partner / Corporation: President

Signature: _______________________________________________

to be signed by Partner, vice-president or Secretary Treasurer

Print Name/Title: __________________________________________

Partnership/Partner / Corporation: Vice-President or Secretary Treasurer

GUARANTY: The undersigned hereby jointly and severally

personally guarantee to Premier that Dealer will perform

according to the terms of the dealer agreement.


____________________________________________________

Signature / Printed Name

____________________________________________________

Signature / Printed Name