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RETAIL SALES FINANCING AGREEMENT
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THIS AGREEMENT, between M & N Financing Corporation 8500 Wilshire
Blvd. Suite # 509 Beverly Hills, Ca. 90211 and the undersigned motor
vehicle dealer whose name and address are set forth below (Dealer),
set forth the terms under which M & N may purchase Contracts
(as hereinafter defined) from Dealer and the rights and obligations
between M & N and Dealer with regard to such Contracts.
1. Sale and Purchase of Contracts.
(a) M & N may, from time to time, purchase Contacts (as hereinafter
defined) from Dealer, written on forms satisfactory to M & N
and otherwise acceptable to M & N. All contracts purchased will
be prices determined as provide in paragraph (c ) below. For purposes
of the Agreement, the term “Contract” means any retail
installment contract by a Buyer (as hereinafter defined) to Dealer
in connection with a retail sale of a motor vehicle by Dealer to
such Buyer. For purposes of this Agreement the term “Buyer”
means any person or another legal entity who purchases a motor vehicle
from Dealer, including any CO-buyer.
(b) To extend, permitted by applicable law, Dealer shall communicate
to M & N or its designee all such credit information concerning
a Buyer and (any other person named by a Buyer in his credit application)
as Dealer may have. M & N will make a decision as to whether
M & N will purchase each Contract offered to it by Dealer if
documentation (including credit information) satisfactory to M &
N has been received . If M & N decides that M & N will purchase
such a Contract after receipt of such documentation, Dealer will:
(I) execute an assignment if the Contract is to M & N
(II) deliver the original executed Contract to M & N.
(III) record all such documents, and take all such actions as may
be necessary under the Uniform commercial Code and other applicable
law, to convey to M & N (and to record conveyance of) the vehicle
to which the Contract relates: and to comply with all related provisions
of applicable motor vehicle law: and if required by applicable law,
send to the Buyer a notice that Dealer has assigned the Contract
to M & N.
(c ) M & N shall only purchase a Contract which complies with
the criteria announced from time to time M & N with respect
to the amounts which M & N will finance, the aggregate of which
amounts will not exceed the “amount financed”, as set
forth in the Contract. If M & N then applicable discount. Such
price will be paid to Dealer upon M & N receipt of satisfactory
documentation.
2. Insurance.
Dealer will provide M & N or its agent with written evidence
at the time each Contract is purchased that there is insurance acceptable
to M & N covering each motor vehicle (together with all related
accessories and equipment, the “Vehicle”), such written
is provided to M & N or its agent, M & N will assume responsibility
for Buyer’s compliance with insurance requirements thereafter.
3. Payments from Buyer.
After purchase of a contract by M & N, Dealer will forward to
M & N any payments on the contract received by it from the Buyer.
In the event such payment is made by check or other instrument payable
to Dealer, Dealer will endorse such check or other instrument to
M & N . Dealer will not make any payment in respect of the Contract
on behalf of the Buyer without the prior consent of M & N.
4. Dealer representation and Warranties.
As to each Contract sold by Dealer to M & N, Dealer warrants
and represents that, as of the time of such sale:
(a ) Dealer will have all requirements of the Federal Truth in Lending
Act/Regulation Z, except as may be specifically indicated on the
face of the Contract. If the down payment is paid to the Dealer
in the form of a check represents “good funds” prior to
submitting the Contract to M & N.
(c) If any part of the down payment is from a manufacturer, distributor
or Dealer rebate, the Dealer has disclosed this to M &N at the
time the credit application is presented to M & N for approval
and the rebate has been shown on the Contract as a rebate;
(d) The vehicle sold under the Contract will have actually been
delivered to Buyer and will be free from all liens and encumbrances
except for a first priority security interest in such Vehicle in
favor of M & N.
(e) The Contract will be valid and enforceable according to its
terms; and
(f) All registered owners of the Vehicle will have signed the Contract
either as buyers or as parties agreeing to the security in favor
of Dealer or its assignee.
5. Assignment of Contracts and Indemnification
In addition to the obligations of Dealer under Paragraph 4 of Agreement,
and as designated in each Contract purchased by M & N, Dealer
represents and warrants to M & N with regard to each Contract
purchased under this Agreement that:
(a) described in the Contract and in related documents; The Contract
arose from a bona fide sale to the Buyer, on the terms set forth
in the Contract, of the property goods and services
(b) The property, goods and services sold to the Buyer are fully
and correctly described in the Contract;
(c) Shall indemnify M & N against and hold M & N harmless
from any and liabilities, loses, and expenses, including attorney’s
fees, that may be incurred by M & N at any time as a result
of such breach or misrepresentation.
6. Dealer Liability.
(a) If any representation, warranty or covenant made by Dealer (or
any of its agents or employees) thereunder (or in any Contract)
in connection with a Contract or this Agreement is breached, untrue,
misleading or incomplete, or if Dealer fails to perform any obligation
it may have under a contract or this Agreement or otherwise, or
if the Buyer asserts any claim arising out of or related to, or
in connection with the purchase of a Vehicle from Dealer under a
Contract sold to M & N, then Dealer shall promptly pay M &
N any or all of the following amounts at the sole election and demand
of M & N : (I) the unpaid balance as determined by M & N
of all Contracts affected by such breach, misrepresentation, failure
to perform or claim: (II) Dealer’s portion of any unearned
finance charges, insurance premiums, and/or charges for extended
warranty, mechanical breakdown or comparable programs; (III) All
loses and expenses incurred by M & N as a result of such breach,
misrepresentation, failure to perform or claim; and (IV) All out
of pocket expenses (including but not limited to, reasonable attorney’s
fees and costs) paid or incurred by M & N in connection with
the collection of any amount due any such Contract as a result of
such breach, misrepresentation, failure to perform or claim. If
dealer breaches this Agreement in any respect, Dealer shall reimburse
M & N for losses and expenses incurred by M & N as a result
of such breach. In addition, Dealer shall indemnify and hold M &
N harmless for all loses or expenses, including reasonable attorney’s
fees and legal costs, suffered or incurred by M & N in any judicial,
administrative, or any other proceedings because of any claim or
defense asserted against M & N as a result of any act or omission
on the part of Dealer or its employees or agents including, at the
election of M & N the unpaid balances of the Contract, as determined
by M & N . Dealer agrees that M & N may proceed against
Dealer for any and all amounts due to M & N from dealer under
this Agreement, or any Contract or otherwise without taking any
action whatsoever against Buyer or any other party and without proceeding
against a applying any security which M & N may have or hold.
If Dealer:
(I) fails to disclose an agreement upon pickup payment, other form
of deferred down payment, or balloon payment on the Contract or:
(II) fails to collect an agreed upon pick up payment or other form
of deferred down payment, such failure shall be considered a breach
of a representation under subparagraph 6.a. and Dealer shall be
liable to M & N as specified in subparagraph 6.a.
7. Records and Reports
Dealer agrees to maintain complete and accurate records concerning
the sale of each Vehicle, including but not limited to the records
or all other transactions affect in the Vehicle. Dealer will, upon
request by M & N, promptly deliver any such records of furnish
a copy thereof or abstracts therefrom. M & N or its agent may
from time to time inspect Dealers records. Dealer will to M &
N such information or reports concerning Dealer’s financial
and business affairs as M & N may request.
8. Costs and Expenses.
Each party to this Agreement will fulfill its obligation thereunder
at its own cost and expense, except as otherwise provided herein
and except that M & N will reimburse Dealer for filling fees
or other costs paid by Dealer to public officials to perfect M &
N’s security interest in each Vehicle unless the fees and cost
are otherwise legally changed to the Buyer.
9. Agency.
Neither this agreement nor any action pursuant hereto shall make
Dealer the agent or representative of M & N for any purpose.
Dealer is not granted any express or implied right to bind M &
N in any manner whatsoever. Wherever in this Agreement reference
is made to an agent of M & N, such reference is intended to
mean any third party that M & N may from time to time appoint
or fulfill any of its obligations under this agreement.
10. Failure to Exercise Remedies.
The exercise of any right or remedy available to M &N will not
operate as a waiver of any other right or remedy. The failure of
M & N or delay of M & N in exercising any right or remedy.
11. Successors and Assigns.
The agreement will be binding upon and will insure to the benefit
of the parties to this agreement and their respective successors
and assigns; provided, however, that this Agreement and all rights
and obligation under this Agreement may not be assigned or transferred
by Dealer without M &N’s prior written consent and any
purported assignment or transfer without such consent will be void
and without effect. Any obligation of M & N or any function
to be performed by M & N under this Agreement may, at the sole
option of M & N be delegated to and performed by an agent of
M & N, which agent will have such power and authority as delegated
to it.
12. Termination.
M & N or Dealer may terminate this Agreement upon written notice
to the party. The termination of this Agreement will not release
M & N or Dealer from any obligations incurred with regard to
a Contract purchased prior to receipt of such notice.
13. Validity; Complete Agreement; Amendment.
Any invalidity in whole or in part, or any provision of this Agreement
will not affect the validity of any other provision This Agreement
constitutes the complete understanding between the parties hereto
with respect to the subject matter to f this Agreement and no writing
signed by both parties.
14. Governing Law.
This Agreement will be construed and enforced in accordance with
the laws of the State of California.
15. Notice.
Except as otherwise provided in this Agreement, all Notices and
other communication hereunder will be in writing and will be deemed
fully given if and when personally delivered or mailed by registered
or certified, return receipt requested, postage prepaid, addressed
as follow: (a ) of to M & N, to the address shown at the beginning
of this Agreement; (b ) if to Dealer, to the address shown below.
Either party may change the address to which such notices or communications
will be sent by giving notice of such address to the other party
in the manner provide in this Agreement.16. First Payment Default.
Customer must make first payment on the contract in order for the
contract to be valid. If customer fails to make the first payment
the dealer will be notified and is hereby required to buy back the
contract in question within 30 days of notification.
17. Gender, Number, Paragraph Headings
Unless the context of this agreement otherwise requires, the masculine,
feminine or neuter gender each shall include the other genders,
and the singular shall include the plural. Paragraph headings contained
in the agreement are for convenience of reference only and will
not limit for define the text
M & N FINANCING CORPORATION
_________________________________ ___________________________________
PRINT NAME & TITLE DEALER NAME__________________________________
___________________________________
DATE ADDRESS
__________________________________
OWNER (S) NAME ( PLEASE PRINT )
__________________________
OWNER (S) SIGNATURE
__________________________
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