DEALER PACKAGE CHECKLIST

Transcription

1 DEALER PACKAGE CHECKLIST DEALER AND OWNER INFORMATION APPROVAL SHEET CREDIT REPORT AUTHORIZATION ORIGINAL SIGNED DEALER AGREEMENT ORIGINAL CERTIFIED COPY OF RESOLUTION COPY OF ARTICLES OF INCORPORATION, OPERATING AGREEMENT IF AN LLC. CURRENT CA STATEMENT OF INFORMATION COPY OF FICTITIOUS BUSINESS NAME STATEMENT IF DBA ORIGINAL CERTIFICATE OF AUTHORIZATION TO ASSIGN CONTRACTS PAYMENT TO DEALER PARTICIPATION AGREEMENT DEALER GUARANTY OF TITLE AND INDEMNIFICATION AGREEMENT MBI AND WARRANTY AGREEMENT PREVIOUS 2 YEAR S IRS RETURNS & CURRENT BALANCE SHEET CALIFORNIA SALES TAX CHARGE OFF COPY OF DEALERS DMV LICENSE COPY OF SELLERS PERMIT COPY OF DEALERS BOND COPY OF OWNERS DRIVERS LICENSE COPY OF BUSINESS LICENSE DEALER PERSONAL & CONTINUING GUARANTEE (Independent Dealers) Dlr App Checklist (8/15)

2 TUSTIN COMMUNITY BANK DEALER INFORMATION AND APPROVAL Business Name Address Tax ID Number Phone Number Fax Number Owner s Name Address Soc.Sec.No. Owner s Name Address SS#. Phone Number Fax Number Need: Years in Business: Without Recourse Copy of Business License Dealer /DMV License Fictitious Name Stmt New/Used Copy of Bond Individual Partnership Corporation Name of Bank Name of Bank Address Address Phone Number Phone Number Account Number Account Number Com L Savings Com L Savings Other Contract Financing Institutions Name of Bank Name of Bank Address Address Phone Number Phone Number Contact Name Contact Name Name Name Address Address Phone Number Phone Number Contact Name Contact Name For Bank Use YES NO YES NO Dealer Agreements* Credit Report on Owner(s) Business Credit Rpt Annual Balance Sheet & Cert. of Auth. Profit & Loss Corporate/Part Res Copy of DMV Lic Partnership Res Copy of Bus Lic LLC Res Fictitious Name Stmt Bond References Verified Auth to Run Credit OFAC Verified Site Visit By: Date Declined / Approved Prepared by Date Branch Manager /Dealer Rep Date Senior Management Date *Auto Dealer Agreement w/o recourse/mbi/warranty Cancelation/Guarantee of Title/Dealer Participation Dlr Info & App. (4/11)

3 13891 Newport Avenue, Suite 100, Tustin CA (714) / Fax (714) DEALERSHIP NAME ADDRESS PHONE NUMBER FAX NUMBER F&I GSM GM PLEASE FAX COMPLETED FORM TO

4 I UNDERSTAND AND AGREE THAT: A routine investigation may be made by a Consumer Reporting Agency regarding my credit standing, character and general reputation. Upon written request within a reasonable time, additional information as to the nature and scope of the investigation will be provided. Date: Signature of Applicant Signature of Applicant Signature of Applicant MEMBER FDIC Newport Avenue, Suite 100, Tustin California Fax

5 BLANKET FORM - AUTO ONLY DEALER GUARANTY OF TITLE AND INDEMNIFICATION AGREEMENT TO: Tustin Community Bank (hereinafter "Tustin") From time to time Tustin may purchase Retail Installment Sales Contracts (Contract(s)) for motor vehicles from the below named Dealership. At the time of the purchase of said Contract(s) by Tustin and assignment by Dealership of the Contract(s), the ownership certificates for the motor vehicles may not indicate the security interests granted to Tustin (i.e. Tustin may not be shown as legal owner of the motor vehicles on the ownership certificates.) Compliance with the various rules and regulations of the Department of Motor Vehicles for the issuance and transfer of ownership certificates is under the control of the undersigned Dealership. In consideration of the purchase of said Contract(s) by Tustin and the release of funds to the undersigned prior to receipt by Tustin of ownership certificates showing that Tustin has security interests in the vehicles (i.e. showing Tustin as legal owner), the undersigned hereby guarantees and warrants that the undersigned will take all steps necessary to properly report the sales of said motor vehicles to the Department of Motor Vehicles and to ensure that Tustin receives ownership certificates showing Tustin to have security interests in the motor vehicles (i.e. showing Tustin as legal owner). The undersigned agrees to indemnify Tustin against any loss, damages, costs, or expenses (including reasonable attorney's fees) incurred by Tustin for any failure by the undersigned to deliver or cause to be delivered to Tustin the ownership certificates showing Tustin as legal owner of the motor vehicles. DATED, 20 (Dealership) BY: President / Member/ Owner Signature APPROVED BY TUSTIN COMMUNITY BANK: BY: DATE: Dlr.Inde contrcts (8/15)

6 MBI OR WARRANTY CANCELLATION AGREEMENT I am aware that when I submit a Retail Installment Sales Contract for purchase to Tustin Community Bank that contains an MBI or Warranty Agreement or GAP insurance, these agreement must be cancelable. If in fact, I sell an MBI or Warranty Agreement or GAP insurance that is non-cancelable, I guarantee that, in the event of repossession, this MBI or Warranty Agreement or GAP insurance will be canceled pro-rata and any refund will be assigned to Tustin Community Bank for credit to the unpaid balance of the account. This agreement applies to all contracts containing an MBI or Warranty Agreement or GAP insurance, including those financed on a direct loan basis. Dealership Name Authorized Signer Name & Title Witness Dated

7 CERTIFICATE OF AUTHORIZATION TO ASSIGN CONTRACTS Pursuant to a resolution of this Company dated, the undersigned has appointed and authorized the following designated employees of the Company to assign contracts of this Company to TUSTIN COMMUNITY BANK. Name of Employee (Please Print) Signature (Any one of the above acting alone) Said employees, and each of them, are authorized and empowered on behalf of this Company, in accordance with said Resolution, to assign and endorse Contracts. This authorization shall continue in full force and effect until written notice of revocation is received by TUSTIN COMMUNITY BANK. Dated at. This day Of, 20. Name of Entity Type of Entity President / Member / Partner / Owner Signature Name: Title: Certification of Resolution by Secretary Authto Assign rev8/2015

8 PAYMENT TO DEALER DEALER PARTICIPATION Participation: If Dealer sells and assigns a Contract to Tustin Community Bank which assesses an Annual Percentage Rate in excess of Tustin Community Bank s Buy Rate for a particular Contract, then Dealer shall be entitled to receive, subject to the terms of the Original Dealer Agreement, the Dealer Participation Amount which shall be equal to 100% of the expected finance income in excess of the expected finance income attributed to Tustin Community Bank s Buy Rate for the accepted Contract up to the participation cap rate in effect. Dealer understands and agrees that if the loan is paid in full or the motor vehicle which is the subject of the Contract is repossessed on or before 180 days from the date the Contract is purchased, on a Contract for which a participation has been paid, Dealer agrees to remit to Tustin Community Bank all of the participation amount immediately, upon demand. Dated Dealer By: Name and Title

9 CH. 600, stats CA Sales Tax Chargeoff Blanket Election Form To be Filed with the State Board of Equalization Motor vehicle dealer/retailer agrees that Lender (e.g., Bank or Savings and Loan Association, or Credit Union or Automobile Finance Company, etc.) is the designated party entitled to claim the worthless accounts state and local sales tax deduction or file a worthless accounts sales tax refund claim related to vehicles financed by Lender. Dealer/Retailer relinquishes all rights to the account to the lender. This election form pertains to all sales taxes remitted to the Board of Equalization on or after January 1, This election may not be amended or revoked unless a new election, signed by both parties, is filed with the State Board of Equalization (SBE) pursuant to the specific terms of Chapter 600, statutes Dealer/Retailer and Lender agree to furnish any and all documentation required by the SBE to support the deductions or refunds claimed and acknowledge that the SBE may disclose confidential information to all parties involved in order to support or confirm any deductions or refunds claimed. DEALER Dealership Name Address Telephone Number Address California Seller s Permit Number Dated Signature Print Name Title CONCURRENCE BY LENDER Dated Signature Print Name Title TUSTIN COMMUNITY BANK Name of Lending Institution Newport Avenue, Suite 100 Tustin, CA Address Lender s Account # or Seller s Permit #:

10 CERTIFIED COPY OF RESOLUTION NAME OF ENTITY ( Company ) I, (name of individual), hereby certify that I am duly qualified, elected, and acting on behalf of the Company to present this resolution of authority for the Company. The Company is a (type of entity) organized, validly existing, and in good standing under the laws of the State of. WHEREAS, the Company may enter into financial transactions or accommodations with Tustin Community Bank or any of its affiliates (hereafter collectively referred to as the Bank ) from time to time. RESOLVED, that any one of the following individuals, or individuals filling the following positions, are Authorized Parties for purpose of this resolution of authority for the Company: (Name) (Signature of Authorized Signatory) (Title) (Name) (Signature of Authorized Signatory) (Title) (Name) (Signature of Authorized Signatory) (Title) (Name) (Signature of Authorized Signatory) (Title) DLR RESO rev 8/2015 Page 1

11 RESOLVED, that each of the above Authorized Signatories be, and is hereby, authorized and empowered, in the name and on behalf of the Company, to execute the Tustin Community Bank Automobile Dealer Agreement, Certificate of Authorization to Assign Contracts, Dealer Guaranty of Title and Indemnification Agreement, Dealer Participation Agreement, ACH Funding Documents, and any other documents in connection with any transaction between the Company and Tustin Community Bank. The signature (or other type of authentication) of said Authorized Party appearing on any of the foregoing instruments shall be conclusive evidence of Authorized Party s approval. RESOLVED FURTHER, that each of the above Authorized Signatories, and any individual designated from time to time by any of the above Authorized Signatories in a duly executed Certificate of Authorization To Assign Contracts, is authorized to assign from time to time, in the name of and on behalf of the Company, to Tustin Community Bank, such Retail Installment Sales Contracts and/or leases (Contracts) as they deem expedient from time to time. RESOLVED FURTHER, that each of the above Authorized Signatories is authorized to discount with the Bank, any notes, drafts, acceptances, bills of exchange, or other evidence of debt owned by the Company upon such terms as are agreed upon by the Bank and said Authorized Signatory, and in the name of the Company to endorse such evidence of indebtedness so to be discounted by the Bank. RESOLVED FURTHER, that upon execution by any of the above Authorized Signatories of any instrument authorized by this resolution, such instrument shall be deemed to be executed by this Company whether or not the corporate seal, if any, of the Company is affixed thereto. RESOLVED FURTHER, that all Contracts heretofore assigned by the Company to the Bank, and all other documents executed by the Company in connection therewith, or to secure the same, are hereby ratified and approved. RESOLVED FURTHER, that if two or more resolutions of the Company authorizing any of the transactions authorized by this resolution are outstanding concurrently at any time, the provisions thereof shall be deemed to be cumulative. RESOLVED FURTHER, that the authority granted to the Authorized Parties of the Company and this resolution shall continue in full force and effect, and the Bank may rely thereon in dealing with such Authorized Party, unless and until written notice of any change in or revocation of such authority or this resolution shall be delivered to the Bank at Tustin Community Bank * Newport Ave. Suite 100 * Tustin, CA , and any action taken by an Authorized Party and relied upon by the Bank pursuant to the authority granted herein prior to its receipt of such written notice shall be fully and conclusively binding on the Company. DLR RESO rev 8/2015 Page 2

12 I HEREBY CERTIFY that the foregoing resolutions (i) are full, true, and correct copies of the resolutions duly adopted in accordance with the law and applicable governing documents of the Company, (ii) that such resolutions are now in full force and effect without modifications and are fully recorded with the Company in accordance with applicable governing documents, and (iii) that such resolutions permit the Authorized Parties designated herein to undertake all the activities set forth above. I FURTHER CERTIFY that any copies of the applicable governing documents of the Company, as requested by the Bank, have heretofore been delivered to the Bank or which are delivered herewith are full, true, and correct copies and that they are presently in full force and effect. IN WITNESS WHEREOF, I represent that I am: Secretary Partner Managing Member (Other- list official capacity) And have affixed my name in my official capacity on (Date) X (SEAL) X X DLR RESO rev 8/2015 Page 3

13 TUSTIN COMMUNITY BANK AUTOMOBILE DEALER AGREEMENT THIS AUTOMOBILE DEALER AGREEMENT ( Agreement ) is entered into by and between Tustin Community Bank, (herein referred to as "Tustin"), and the dealer signing below, (herein referred to as "Dealer"), and sets forth the terms and conditions under which Tustin may, from time to time, purchase from Dealer, Motor Vehicle Conditional Sales Contracts or Security Agreements (Purchase Money), (herein referred to as "Contracts"), covering the sale by Dealer of new and used motor vehicles. In consideration of the mutual covenants herein contained, Tustin Community Bank and Dealer agree as follows: A. Tustin will purchase from Dealer such Contracts as Tustin, in its sole discretion, deems acceptable. Such Contracts shall be written on forms approved by Tustin and shall be assigned by Dealer using forms approved by Tustin. The terms of assignment of each Contract shall govern the rights and responsibilities of the parties to this Agreement except as such terms may be modified herein. B. The purchase price of each Contract purchased by Tustin shall be an agreed percentage of the unpaid balance, exclusive of financing charges included therein. C. Said purchase price shall be paid to Dealer, or credited to its account, when the Contract is purchased and thereupon all rights under the Contract, including all of Dealer's rights, title and interest in the motor vehicle subject thereto, all claims and insurance policies, guarantees, and warranties in connection therewith, and all proceeds thereof, shall pass to Tustin. 1. Participation Program. Any Contracts to be assigned by Dealer shall meet all requirements of Tustin s non-recourse Contract program, as the program may be amended from time to time, The Dealer may be paid a flat fee or an interest rate differential (participation) for each qualifying Contract assigned to Tustin pursuant to this program. If at the time of acceptance a Contract is identified by Tustin as one involving a sub-standard credit-worthiness evaluation, the Dealer shall not receive any flat fee or interest rate differential (participation). 2. Payment to the Dealer. The flat fee amount or interest rate differential (participation) if any, attributable to each accepted Contract shall be paid to Dealer at the same time as the payment of the purchase price of said Contract. 3. Preconditions to Purchase an Eligible Contract. If Tustin elects to purchase an Eligible Contract, Dealer shall provide the following as precondition to the obligation to purchase the Contract: (a) A copy of each Eligible Contract which, Tustin has elected to purchase; (b) Evidence that the Contract documents a sale of a motor vehicle to a Buyer whose credit worthiness has been approved by Tustin; 1

14 (c) Evidence satisfactory to Tustin that the Eligible Contract is in a correct and complete form in accordance with Tustin s requirements; (d) Evidence that the Contract has been properly executed by Buyer and Dealer; (e) Evidence of automobile casualty insurance acceptable to Tustin together with an endorsement naming Tustin as loss payee; (f) Evidence that the Contract is priced and provides for finance and other charges in a manner satisfactory to Tustin; (g) Evidence that the Contract has been properly assigned by Dealer to Tustin on a form acceptable to Tustin; and (h) All other documents and all information concerning Buyer which Tustin may reasonably require in connection with the transaction including without limitation all credit information, all Contract documentation and disclosures provided by Dealer to Buyer and all other information reasonably requested by Tustin. 4. Representations, Warranties and Covenants. Dealer hereby represents and warrants, that: (a) If it is a corporation or a limited liability company, it is and will remain in good standing in the state of its incorporation or organization, and it has obtained the necessary resolution of its board of directors or manager(s) and all other consents or approvals to enter into and execute the terms of this agreement; (b) It is properly licensed to sell motor vehicles, sell Additional Products and Services APS as defined below, and to perform all acts contemplated hereby in the state(s) where it conducts business; (c) Immediately prior to the transfer, or assignment, herein contemplated, Dealer had good, marketable and indefeasible title to the subject motor vehicle described in each Contract free and clear of all liens, set offs, charges, encumbrances, assessments and claims. Upon assignment of a Contract, Tustin shall hold good marketable and indefeasible title to the subject vehicle described in each Contract free and clear of all liens, set offs, charges, encumbrances, assessments and claims; (d) Any and all Contracts and each guarantee and/or additional collateral agreement in connection there with offered by Dealer to Tustin shall be valid, enforceable, existing bona fide Contracts for the amount set forth therein entered into by a bona fide competent person and is legally enforceable by Tustin as assignee against each purported signatory thereof; (e) The amounts charged to Buyer(s) for any Additional Products and Services APS as defined below, sold and financed in connection with a Contract shall not exceed the amounts permitted by applicable law, nor shall the charge for these or any other products or services sold or financed in connection with a Contract exceed the amount that Dealer charges for these or such other products or services in a cash transaction similar to the transaction evidenced by the Contract; (f) The description of the subject motor vehicle and all options therein contained in such Contracts and other writings shall be in all respects true and complete. The title to the vehicle does not indicate that it is a salvaged 2

15 vehicle; that the odometer has been rolled back; that the true mileage is unknown, that the subject vehicle has had significant flood or other damage, was a Lemon Law buyback, was taxi or public entity usage or any other fact including, but not limited to, the subject vehicle having been sold at an auction announced as possible frame, unibody or any structural damage that would have a significant adverse effect upon the value of the vehicle; (g) All steps shall have been taken and documents executed to perfect Tustin s security interest in the subject motor vehicle and that the application for title has been filed with the Department of Motor Vehicles naming Tustin Community Bank as the legal owner; (h) The credit information furnished by Buyer to Dealer shall be truly and accurately transmitted by Dealer to Tustin unless notified in writing to the contrary; (i) There shall be no legal or equitable defenses, set-off, or counterclaims against any Contracts assigned or against any subject vehicle; (j) All transactions, including the Contracts themselves as well as the applications for the extension of credit offered by Dealer to Tustin shall comply with all applicable State and Federal laws and regulations including, without limitation, the Fair Credit Reporting Act, the FACT Act (including risk-based pricing rules), the Consumer Credit Reporting Agencies Act, federal and state Red Flag Rules, the Equal Credit Opportunity Act, the Federal Truth in Lending Act, Regulation Z, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Song-Beverly Act and all other federal, state and local laws, rules and regulations that apply to the extension of credit, consumer transactions or the financing of the vehicle or goods and services covered by the Contracts; (k) In compliance with the FACT Act, Dealer has developed and implemented a written program that is designed to recognize and detect certain Red Flags that may indicate someone is committing fraud or identity theft. As to each Contract submitted to Tustin, Dealer has investigated and eliminated any Red Flags and has complied with FACT Act requirements in identifying the Buyer(s) who have placed a fraud or active duty alert on their credit report; (l) In compliance with the U.S. Patriots Act, Dealer had developed and implemented a written Customer Identification Program ( CIP ) that is designed to (i) verify customer identities using specific required information; (ii) check these identities against government watch lists; and (iii) Dealer documents and retains these identity verifications for the appropriate amount of time required by law. In accordance with such CIP, Dealer has verified the identity of the Buyer and/or Co-Buyer; (m) Buyer and/or his co-buyer, co-maker, guarantor or co-signer will not have been induced to enter into said Contract by fraud and/or false representations as to price, quality, or product, or manufacturer or Dealer s warranty or any other false statement with the intent to mislead or confuse the Buyer. Neither Dealer nor any of its agents or employees made any oral or written promise to the Buyer that is not contained in the Contract documents or that contradicts any term in the Contract; and (n) The Dealer is acting as the creditor in the transactions and if the Dealer is unable to obtain financing or the Buyer does accept any alternate terms offered, Dealer will provide the Buyer and/or Co-Buyer with the Notice of Adverse Action as required by the Equal Credit Opportunity Act and the Fair Credit Reporting Act. 3

16 5. Insurance. Each motor vehicle shall be covered by comprehensive (fire, theft and combined additional coverage insurance and collision insurance, all of which must be acceptable to Tustin as to the form of the policy and as to the insurance carrier and must protect Tustin s interest, and must be written in a manner that commits the insurer to notify Tustin of any lapse or cancellation of coverage. It shall be Dealer s responsibility to verify that such insurance is in effect and submit to Tustin, with the Contract documents, appropriate written evidence of such insurance. No purchase by Tustin of any Contract shall be final unless and until evidence of insurance is delivered to and accepted by Tustin. 6. Additional Products and Services. Additional Products and Services APS shall mean service contracts, mechanical breakdown contracts, GAP contracts, credit life and credit accident and health insurance. Contracts may include the price of APS, subject to Tustin s approval of the form, administrator and underwriter of any such APS. Dealer agrees that Buyer may cancel the APS at any time if so provided by its terms, and Tustin may cancel it whenever Buyer is in default. If Buyer cancels the APS, Dealer shall immediately notify Tustin, and remit, or cause the administrator or underwriter to remit the amount of any refund of the purchase price thereof directly to Tustin unless Tustin otherwise directs. Any Contract providing for APS shall also provide that Tustin shall have a security interest in said refund, which security interest shall be superior to the interest of any person. Dealer shall make available to Tustin all of Dealer s APS vendors. Dealer shall follow all written instructions and procedures relating to any APS outlined in any applicable APS schedule. Dealer agrees to remit, upon receipt of the monthly statement of the amounts prescribed by the applicable APS schedule. Dealer shall have no authority to make, alter, modify, waive or discharge any terms or conditions of the APS or any performance there under. Dealer agrees in the event of early payoff or repossession, Dealer will cancel the life, accident and health insurance placed or procured by them, and immediately return or cause to be returned the unearned portion to Tustin. 7. Effect of Dealer s Breach of Warranty or of Buyer s Attempted or Actual Rescission. If possession of the motor vehicle was obtained by Buyer or a person posing as Buyer by a fraudulent scheme, trick or device, or any of the warranties or representations herein or with respect to a Contract or Vehicle is breached or if a Buyer asserts a claim for rescission, whether or not Buyer has a legal right to rescind, Dealer unconditionally agrees to repurchase the Contract from Tustin, upon Tustin s demand, and Dealer agrees to defend (with counsel satisfactory to Tustin) and indemnify Tustin against, and hold Tustin harmless from, any and all claims, actions, suits, proceedings, costs, expenses, losses, damages and liabilities, including attorney s fees, which may be incurred by Tustin as a result of any claim for breach of warranty or claim of rescission, or for fraud or damages which may be asserted under any state or federal law concerning the same. If Dealer breaches this agreement in any respect, or any other agreement with Tustin relating to a Contract, 4

17 Tustin shall have in addition to all remedies provided in this agreement and at law, the right to immediately terminate this agreement, and deem null and void any approval issued for purchasing of Contracts for which Tustin has not paid to Dealer. Tustin shall have no obligation to purchase from Dealer any Contracts subject to an approval which is deemed null and void pursuant to this section. Tustin may, without notice or demand, deduct from any obligation or funds due Dealer any amount Dealer owes Tustin. Any monies, Contracts or any property of any nature or description that may come into the possession of Tustin may be held by Tustin and applied, at any time, to offset any amounts owing to Tustin. Tustin has the right, upon reasonable notice, to inspect all of Dealer s records related to the Contracts. 8. Payment of Contracts and Collection of Contract Payments. Dealer agrees not to accept payments or tender of payments made to Dealer by any Buyer under any Contracts sold to Tustin, but to refer such Buyer to Tustin. Any payments made to Dealer under any Contracts purchased by Tustin, shall be held by Dealer in trust for Tustin and shall be delivered to Tustin forthwith, along with all necessary endorsements. Tustin shall be under no obligation to notify Dealer of any default on the part of any Buyer mentioned in any Contracts sold to Tustin, and Tustin may extend the time of payment or make any compromise or adjustment that it may deem reasonable with any Buyer or Buyers named in any Contracts purchased by it and may do so without consent of Dealer and without in any manner affecting any obligation of Dealer herein. Tustin's failure to exercise any of its rights shall not operate as a waiver of any such rights, and such rights shall continue until all Contracts have been paid in full. All of Tustin's rights, as provided herein, are cumulative and not in the alternative and Tustin's rights shall bind the Dealer, its assigns and successors in interest. The terms and conditions of this agreement may not be modified or amended except by a subsequent written agreement between Tustin and Dealer. 9. Conditions of Repurchase. Dealer unconditionally agrees to repurchase any Contract tendered by Tustin immediately upon demand if: (a) Any of the covenants, warranties or representations made by Dealer in the assignment of the Contract or in this Agreement have been breached or prove to be untrue, or there is any breach by Dealer under the Contract; (b) Dealer fails to properly complete registration of the motor vehicle showing Buyer(s) as registered owner and Tustin as the legal owner or lien holder; (c) All registered owners have not signed the Contract in a manner so as to give Dealer or its assignee a security interest in the vehicle; (d) Possession of the motor vehicle was obtained by Buyer or a person posing as Buyer by any fraudulent scheme, trick or device; (e) A default by Buyer prior to making the first scheduled payment after assignment; (f) Any of the warranties or representations made herein are breached; and 5

18 (g) Buyer asserts a claim pursuant to, or withholds one or more payments based upon, any consumer protection law or regulation, including, but not limited to the Federal Trade Commission s Trade Regulation Rule noted herein (Effect of Seller s Breach of Warranty or of Buyer s Attempted or Actual Rescission), whether or not Buyer s claim is valid. While under no obligation to do so, Tustin may allow Dealer the opportunity to cure any breach or defect(s) that would otherwise give rise to a Repurchase by giving Dealer written notice of such breach or defect(s). Within five (5) days of giving such notice, Dealer shall furnish evidence satisfactory to Tustin that Dealer has remedied the breach or defect(s). Otherwise, Dealer shall immediately repurchase the Contract for the Repurchase Price as defined below, upon demand of Tustin. Tustin has no duty to repossess any collateral on the Contract as a condition to requiring Dealer to repurchase a Contract. Dealer guarantees the full performance of all of the terms and conditions of each Contract and the prompt payment of any and all sums provided to be paid there under to Tustin during the payment recourse time period set forth in the assignment of each Contract. The payment recourse period shall start on the due date for the first payment which comes contractually due after the date of the assignment of the Contract from the Dealer to Tustin. No payments made by a Buyer to the Dealer prior to the assignment of any Contract by Dealer to Tustin shall be considered a payment toward the payment recourse. In no event may the Dealer make a payment on behalf of a Buyer in order to satisfy, or as a credit towards, payment recourse. Any and all payments made by a Buyer to Dealer during the payment recourse period shall not be considered a payment toward Dealer s payment recourse obligations and shall constitute a default by Dealer hereunder. Each Contract assignment shall carry a payment recourse term as defined in Tustin s approval to purchase said Contract. However, the agreed upon number of payments in no event can be less than one (1) complete payment made by the Buyer to Tustin. The term complete payment as used herein shall mean the full contractual payment provided for in the Contract including, but not limited to, any insurance add on, return check fee, late fee, or collection costs affecting said payment. A payment default under a Contract shall be deemed to have occurred, without limitation, when the scheduled payment or any part thereof or any obligation on the part of the Buyer has not been received or performed within fifteen (15) days of the due date specified in the Contract. In the event of Buyer default herein, Dealer at the sole option of Tustin shall repurchase the Contract from Tustin for the Repurchase Price as defined below within ten (10) days of written or verbal demand by Tustin upon Dealer. Dealer agrees that Tustin shall have the right to continue to make efforts to collect any and all monies involving any Contract subject to repurchase involving this Agreement up until the time of the repurchase of that Contract by Dealer from Tustin. However, Tustin is under no obligation to nor is it required to continue to attempt to collect monies due and owing involving any Contract subject to repurchase pursuant to this Agreement. 10. Repurchase Price. If Dealer is required to repurchase a Contract from Tustin, the repurchase price shall be the unpaid balance then owing on the Contract, plus the accrued interest as of the date of repurchase, plus any flat fee or interest rate 6

19 differential (participation) paid to Dealer or minus any discount retained by Tustin, including any amount added to the Contract balance. 11. Term of Agreement. (a) This agreement may be terminated at any time by either party upon written notice of termination sent to the other and termination shall be effective three (3) days after receipt of such notice, provided, however, that such termination shall not affect the responsibilities of Tustin and Dealer as to any Contracts purchased prior to receipt of such notice. Notice of termination shall be sent to the address of each party hereinafter provided or such other address as may be furnished from time to time; and (b) Tustin and Dealer hereby acknowledge that prior to the execution of this agreement, certain Contracts may have been assigned by Dealer to Tustin and Tustin purchased same. Such Contracts shall be governed by the terms and provisions of this agreement. 12. Buy Rate. Tustin, in its sole discretion, shall determine the "buy rate" for any Contract purchased under this agreement. Dealer's acceptance of the "buy rate" for each Contract shall be confirmed by cashing of any check or other negotiable instrument tendered to Dealer by Tustin for the purchase of any Contract. 13. Dealer Indemnity. Dealer shall indemnify Tustin against, and hold Tustin harmless from, any and all claims, actions suits, proceedings, suits, costs, expenses, losses, damages, and liabilities, including strict liability in tort including court costs and attorney s fees, incurred by Tustin in connection with a Contract or Vehicle and arising out of an event which occurs either prior to the date on which Tustin becomes obligated to purchase the Contract or subsequent to the date Dealer becomes obligated to repurchase the Contract pursuant to the terms thereof. 14. General Representations, Warranties and Covenants. (a) The execution, delivery and performance of this Agreement by Dealer does not violate any agreement to which Dealer is a party or by which Dealer or Dealer s property is or may be bound, and no consent of, notice to, approval of or withholding of objection by any person or organization including any governmental agency, is required in connection with such execution, delivery and performance; (b) Dealer has treated and will treat all Buyers or applicants for credit fairly without regard to race, color, national origin, gender, religion, age, marital status, sexual orientation, disability or any other basis prohibited by law, and the conduct of Dealer in originating any Contract offered to Tustin will not subject Tustin to suit or administrative proceeding under any State or Federal law, rule or regulation which may apply to the transaction, including without limitation, the Federal Truth in Lending Act and Regulation Z, the Federal Equal Credit Opportunity Act and Regulation B, and any other act or comparable law or regulation of any State; (c) Dealer has obtained all business permits and other operating authorities which may be necessary in connection with Dealer s consummation of each Contract; (d) If Dealer conducts business under a fictitious name or trade style, Dealer has complied with all 7

20 applicable laws regulation the conduct of business affairs under a fictitious name or trade style, including without limitation, any law requiring the filing of fictitious name statements; (e) All documents entered into by the Dealer, in connection with each Contract, have been fully authorized, executed and delivered by Dealer; (f) This Agreement constitutes a legally valid and binding obligation of Dealer, enforceable against Dealer in accordance with its terms, except as limited by applicable Bankruptcy, insolvency, or reorganization or similar laws affecting the enforcement of creditor s rights generally; and (g) All financial statements comprising income statements and balance sheets, and other data furnished by or on behalf of Dealer to Tustin are, in all material respects, accurate and correct; the financial statements have been prepared in accordance with generally accepted accounting principles and practices and accurately represent the financial condition of Dealer. 15. Advertising. Dealer agrees not to identify Tustin in any advertising placed in any medium (including signs on Dealer s premises) without prior written approval from Tustin. 16. Compliance With Laws. All Contracts, where appropriate, conform and comply with California Automobile Sales Finance Act (California Civil Code Sections 2981 et seq.), Federal Truth-In -Lending Act (15 U.S.C.1601, et seq.), Federal Fair and Accurate Transaction Act of 2003 (FACT Act) and Regulation Z promulgated by the Board of Governors of the Federal Reserve Bank pursuant to the Truth-In-Lending Act. All state and federal laws have been complied with in conjunction with the Contracts, the non-compliance with which would have an adverse impact on the value, enforceability or collectability of the Contracts. In this regard, Dealer represents, warrants, and covenants that it is a duly organized, validly existing and incorporated corporation, in good standing under the laws of the State of California. 17. Waiver. Dealer hereby waives any failure or delay on Tustin s part in asserting or enforcing any right Tustin 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 amounts of indebtedness outstanding at any time, protests, demands and prosecution of collection, foreclosures and possessory remedies all as may be permitted by applicable law. 18. Tustin s Liability. Tustin will not be subject to, and Dealer shall defend, indemnify and hold Tustin harmless from, any and all claims, demands, liability, and damages resulting from any suit or administrative proceeding under any state of federal law, rule or regulation arising out of Dealer s conduct in consummating the related Finance Contract or any transaction relevant thereto, including without limitation, any suit or administrative proceeding under the Equal Credit Opportunity Act (or similar state law), Regulation B of the Board of Governors of the Federal Reserve System, and the Official Staff Commentary thereto, as amended from time to time. 8

21 19. Term of Agreement; No Commitment to Lend. This Agreement shall have an initial term of one year from the date hereof. At Tustin s discretion, this Agreement may be renewed for one or more successive one year terms. Tustin s determination to renew this Agreement shall be based upon its evaluation of Dealer s performance under the terms of this Agreement, Dealer s creditworthiness at the time of any renewal request, and such other factors as Tustin deems relevant. Neither this Agreement nor any prior, contemporaneous or future course of dealing between the parties hereto shall be deemed or interpreted to constitute a commitment to purchase any specific Contract or a Commitment to purchase Contracts beyond the initial term specified herein or any renewal term agreed to by Tustin. 20. 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 or deposit in the U.S. mail, postage prepaid and properly addressed as stated below. Each party shall promptly notify the other with notice of any change of address. 21. Power of Attorney. Dealer hereby irrevocably grants to Tustin, its successors and assigns a limited power of attorney with full power of substitution, which is irrevocable and coupled with an interest, exercisable by any of the Tustin s officers or employees, to: (a) Sign and affix the name of Dealer to all checks, drafts and evidences of indebtedness received in connection with any sums, monies, proceeds and collections in which Tustin has a security interest or to which Tustin is entitled hereunder; (b) Endorse, assign or otherwise transfer, in the name of Dealer or otherwise, any evidence of title to any property constituting Collateral; (c) Execute, endorse, assign or transfer, in the name of Dealer, any documents or other writings of any nature incidental to or considered necessary by Tustin to preserve Tustin s rights hereunder against any loss; (d) In the discretion of Tustin to settle, compromise, prosecute or defend any action, claim or proceeding, or take any other action, all either in its claim or proceeding, or take any other action, all either in its own name or in the name of Dealer or otherwise, which Tustin may deem to be necessary or advisable for the purpose of exercising and enforcing its powers and rights under this Agreement or in the furtherance of the purposes hereof, including any action which by the terms of this Agreement shall be construed as requiring or obligating Tustin to make any demand or to make any inquiry as to the nature of sufficiency of any payment received by it or to present or file any claim or notice, or to take any other action with respect to any of the Collateral or the amounts due or to become due under any thereof, or to collect or enforce the payment of any amounts assigned to it or to which it may otherwise be entitled hereunder at any time or times; and (e) Correct any non-material typographical errors on any and all documents submitted to Tustin pursuant to this Agreement. Non-material errors shall include any and all errors in any word or number, excluding only the words and numbers representing the principal amounts, interest rates and monthly principal payments of the 9

22 Contracts. Errors in these latter items may be corrected by Tustin with the prior written consent of Dealer. All corrections made by Tustin hereunder shall be initialed by an officer or employee of Tustin. 22. No Agency. Nothing in this Agreement, nor any action pursuant to this Agreement, will make Dealer the agent or representative of Tustin for any purpose. Dealer is not granted any express or implied right to bind Tustin. 23. California Law; Attorneys Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to its conflict of law provisions. If any legal action is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys fees and other costs incurred in that action or proceeding, as determined by the court, in addition to any other relief to which it or they may be entitled. 24. Confidentiality of Customer Information. The Federal Gramm-Leach-Bliley Act, 15 U.S.C. Section 6801 et seq. the Federal Trade Commission s Privacy Regulations, 16CFR Part 313, the Federal Trade Commission s Standards for Safeguarding Customer Information, 16 CFR Part 314, (collectively, Federal Law ) and applicable state privacy laws and regulations ( State Law ) require that financial institutions (persons covered by Section 4(k) of the Bank Holding Company Act and applicable regulations) comply with the confidentiality provisions of those laws with respect to the nonpublic personal information of consumers and customers. Nonpublic personal information ( NPI ) is personally identifiable financial information of Buyers, cosigners and guarantors and prospective Buyers, cosigners and guarantors (collectively Customers ). (a) From time to time: (1) Dealer may assist Customers by obtaining, at the request of Customers, information, services and financing furnished by Tustin; (2) Tustin may assist Customers by obtaining, at the request of Customers, information or services furnished by Dealer. The foregoing activities are referred to in this section as Business Purposes ; (b) Tustin and Dealer each receive NPI for Business Purposes, and agree to treat NPI as confidential and use NPI only for the Business Purposes for which it was disclosed. Neither Tustin nor Dealer shall, except as provided in this Agreement, disclose NPI to any unaffiliated third party. Tustin and Dealer each may, as permitted by law disclose NPI to their affiliates; (c) Tustin and Dealer each may disclose NPI to unaffiliated third parties for Business Purposes, so long as under the agreement between Tustin or Dealer and the unaffiliated third party, the unaffiliated third party may only use NPI for the Business Purpose for which it is disclosed and no other; and (d) Tustin and Dealer each shall inform their employees, representatives, and agents of the contents and requirements of this Agreement, and as required by Federal and/or State Law, shall establish, implement and maintain a comprehensive written information security program that contains administrative, technical and physical safeguards appropriate to the size and complexity of NPI sufficient to ensure the security, confidentiality and integrity of NPI. 10

23 25. Entire Agreement; Amendment. This Agreement contains the entire agreement among the parties hereto with respect to the transactions contemplated hereby and supersedes all prior arrangements and understandings among them with respect thereto. This Agreement may not be amended, modified or changed except by instruments in writing signed by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be valid or binding unless in writing and signed by the party making the waiver. 26. Successors and Assigns; Execution. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns. 27. Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. Dated: TUSTIN COMMUNITY BANK By: Print Name and Title Address: Newport Ave. Suite 100 Tustin, CA Dated: Dealer By: President/Owner s Signature Print Name and Title Address: 11

24 PERSONAL AND CONTINUING GUARANTY This Guaranty is entered into on this day of, 20 at Tustin, California by and between (hereinafter referred to singularly and/or collectively as GUARANTOR) and TUSTIN COMMUNITY BANK (hereinafter referred to as TUSTIN). This Guaranty governs TUSTIN s entering into a certain Automobile Dealer Agreement dated with (hereinafter referred to as DEALER). A copy of the Automobile Dealer Agreement is attached hereto. 1. For value received, GUARANTOR guarantees performance of DEALER involving the attached Automobile Dealer Agreement in accordance with its terms and conditions and/or any and all related agreements. Any default of DEALER in performance of the terms and conditions of the Automobile Dealer Agreement and/or related agreements shall oblige GUARANTOR to pay all damages, costs, and expenses that TUSTIN may recover from DEALER by reason of such default. 2. This guaranty shall be effective until all obligations of DEALER under the Automobile Dealer Agreement and/or related agreements have been satisfied. GUARANTOR shall not be discharged from liability hereunder as long as any claim by TUSTIN against DEALER remains outstanding or any claim by TUSTIN against DEALER may be litigated in an appropriate Court. 3. This is an absolute and continuing guaranty and is not conditioned on any other person or party signing this Guaranty. It shall continue as to the undersigned GUARANTOR in full force and effect notwithstanding the withdrawal or release of any co guarantor. 4. This instrument embodies the entire agreement between GUARANTOR and TUSTIN. This guaranty shall supersede all previous communications, representations, or agreements either verbal or written, between GUARANTOR and TUSTIN. 5. Should one or more provisions of this guaranty be determined to be illegal or unenforceable, all other provisions shall remain effective. 6. GUARANTOR waives notice of acceptance, by TUSTIN, of this guaranty. 7. TUSTIN shall have the right to alter, accelerate or change the time or manner of payments of any debt or any part thereof, or to add or release any other guarantor or guarantors. Such action may be taken by TUSTIN with or without notice to GUARANTOR, and shall not affect GUARANTOR s liability in any manner, as long as this guaranty is in effect.

25 8. GUARANTOR agrees that this agreement may be signed by more than one person. If more than one Guarantor signs this agreement, the obligation of all Guarantors shall be joint and several. All words herein in the singular shall be deemed to have been used in the plural when the context and construction so require. 9. GUARANTOR hereby expressly waives: (a) notice of the acceptance of this guaranty, (b) notice of the existence or creation of all or any of the liabilities, (c) presentment, demand, notice of dishonor, protest, and all other notices whatsoever, and (d) all diligence in connection or protection of or realization on the liabilities or any part thereof, any obligations hereunder, or any security for any of the foregoing. 10. If DEALER defaults in the performance of any obligation or payment of any debt guaranteed under the attached Automobile Dealer Agreement and/or any related agreement, TUSTIN may make demand on GUARANTOR for payment thereof. GUARANTOR shall have fifteen (15) days in which to meet such demand. 11. It is agreed that the provisions of this instrument shall inure to the benefit of transferees and assigns of TUSTIN to the same extent as if they had been named in this Guaranty as parties. The provisions of this Guaranty shall apply to and bind the heirs, executors, administrators, successors, and assigns of the GUARANTOR. 12. GUARANTOR waives notice of assignment or transfer of the indebtedness. 13. This guaranty and all acts and transactions under it, and all rights of GUARANTOR and TUSTIN, shall be governed as to the validity, enforcement, construction, and effect, by the laws of the State of California. 14. In the event that suit shall be brought to enforce this Guaranty or any claim arising under it, it is expressly agreed that, at the option of TUSTIN or the holder of this Guaranty, venue of the proceeding shall be laid in the County of Orange/Central Justice Center, State of California. 15. GUARANTOR waives and agrees not to assert or take advantage of the defense of the statute of limitations in any action under this agreement or for the collection of any credit or debit hereby guaranteed. 16. In any action brought by TUSTIN on this Guaranty, proof of the amount due TUSTIN from DEALER shall be made by proof of the open account between DEALER and TUSTIN. No other or further proof shall be required to establish the amount due. 17. GUARANTOR, without demand, shall pay TUSTIN reasonable attorney fees and all costs and other expenses incurred by TUSTIN in collecting or compromising any indebtedness of DEALER guaranteed by this instrument or in enforcing this Guaranty against GUARANTOR or any other guarantor.