AUTOBOND ACCEPTANCE CORPORATION
DEALER AGREEMENT
This dealer Agreement ("Agreement") is made and entered into this 9th day of
November, 1994 at Houston, Texas, by and between:
Charlie Thomas Ford, Inc., 7200 Gulffrun, Houston, Texas 77017
(Dealership Name) (Address) (City) (Zip Code)
(herein called "Seller")
and AutoBond Acceptance Corporation, 301 Congress Avenue, Suite 900, Austin,
Texas 78701 (herein called "Autobond").
Seller is the originator of certain automobile retail installment contracts (the
"Contracts") which Contracts arise out of Seller's sale of motor vehicles to
purchasers ("Obligors"). Seller will from time to time, sell Contracts to
AutoBond and AutoBond will from time to time, purchase Contracts from Seller.
Seller and AutoBond desire to formally set out the rights, obligations and
responsibilities of the parties with respect to the Contracts purchased by
AutoBond and therefore, the parties agree as follows:
APPLICABILITY. Unless otherwise agreed in writing, this Agreement shall cover
all purchases of Contracts by AutoBond from Seller. Seller and AutoBond are
deemed to be independent contracting parties and this Agreement does not
establish an agency relationship between the parties.
PURCHASE PRICE OF CONTRACTS. AutoBond shall purchase the Contracts at a price
agreed upon by the Seller and AutoBond. Such price shall vary from time to time
and will be established by AutoBond and provided in writing to the Seller.
CONSIDERATION. In consideration for the purchase of the Contracts by AutoBond,
Seller agrees to sell, assign, convey, transfer, and set over to AutoBond all of
Seller's rights, title, and interest in and to the Contracts and all related
documents, including, but not limited to, all security agreements, credit
applications, title applications, financing agreements, insurance policy
applications, and proofs of insurance (collectively "Contract Documents") and
the rights conferred thereunder. All assignments shall be made by properly
completing the assignment section of each Contract. As additional consideration
for the purchase of the Contracts, Seller agrees to pay AutoBond a
non-refundable purchase fee. Said fee will be due at the time of the assignment
of the Contracts to AutoBond.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. In consideration of
AutoBond's purchase of the Contracts, Seller hereby represents, warrants and
covenants the following:
A. The Contract Documents represent a genuine obligation of the named Obligor
thereon, is valid and binding in accordance with their terms, is
enforceable by AutoBond and its assigns and is subject to no legal or
equitable defenses, setoffs, or counter claims. The Obligor of each of the
Contracts was of legal age and capacity at the time of execution thereof.
B. The Contracts will have arisen out of the sale of the property described in
the Contract Documents on the terms described therein.
C. Seller complied with and the Contract Documents are in compliance with all
applicable federal and state laws, including but not limited to, consumer
credit transaction laws.
D. The contracts are not usurious under applicable laws.
E. The non-refundable purchase fee due AutoBond for each Contract sold by the
Seller to AutoBond was not included in the Obligor's purchase price of the
motor vehicle involved, and the fee was not passed on in any manner to the
purchaser of the motor vehicle.
F. Seller will deliver, or cause to be delivered to AutoBond the original
motor vehicle title issued by the applicable state authority. Seller is the
sole owner of the Contracts and has the authority to sell, transfer, and
assign the same pursuant to this Agreement. The Contract Documents,
including the credit application, represent the entire agreement between
the Seller and the Obligor with respect thereto and the Contract Documents
have not been modified, superseded or waived by any act or omission by the
Seller. AutoBond, as subsequent owner of the Contracts, will have a valid
first lien and security interest in the collateral described in the
Contract Documents and will be entitled to enforce such rights to their
fullest extent.
G. Seller will obtain from the Obligor appropriate documentation to
evidence the existence of all physical damage insurance required by State
law or regulation, or required pursuant to the Contract Documents, and will
furnish such documentation to AutoBond.
H. Seller will promptly forward to AutoBond any and all communication,
inquiries or remittances relating to the Contracts and will assist AutoBond
in collection of the monies due pursuant to the Contract Documents if
requested.
I. Seller will not use AutoBond's name in any advertising or promotion without
the express written consent of AutoBond.
J. Seller will not accept side notes as any part of the down-payment portion
of Obligor's purchase price. All down payments must be made in cash,
cashier's check or by money order. Seller may not make any payments for the
Obligor.
K. Seller has no knowledge of any facts that would impair the validity or
enforceability of the Contracts and all statements of fact contained in the
Contract Documents are true to the best of Seller's knowledge.
L. Seller must use a vendor designated and chosen by AutoBond to supply any
credit insurance, GAP insurance, unemployment insurance or vehicle service
contracts.
M. In the event any motor vehicle sold pursuant to a Contract that AutoBond
has purchased from Seller is repossessed, or the Contract is charged-off as
uncollectible, or the Obligor files for bankruptcy, Seller will pay or
cause to be paid, to AutoBond the total of any unearned credit insurance
premium, GAP insurance premium, unemployment insurance premium and any
unearned vehicle service contract amount existing at the time of such
repossession, charge-off, or bankruptcy, provided that AutoBond shall
request, in writing to the Seller, cancellation of the insurance policy or
contract corresponding to the particular premium or amount.
ASSIGNMENT WITHOUT RECOURSE; REMEDIES FOR BREACH. Except as hereinafter
stipulated in this section, Seller's assignment of the Contracts and Contract
Documents to AutoBond is without recourse.
Upon breach of any representation, warranty, covenant or condition of this
Agreement or any of the Contracts, including, but not limited to the terms of
the sale being exactly as stated in the Contract Documents, and that the down
payment does not include any side note(s), deferred down-payment(s), or
post-dated or held check(s). Seller will, upon demand, repurchase any one or all
of the Contracts ("Designated Contracts") at a price equal to the then remaining
unpaid amounts owing by the Obligor(s) under the Designated Contracts, including
without limitation all unpaid principal, accrued and unpaid interest, and all
other payments due and payable under or pursuant to the Contract Documents.
In the event that Seller fails to repurchase within thirty (30) days of
AutoBond's demand any of the Contracts which AutoBond purchased pursuant to this
Agreement and AutoBond undertakes legal action to enforce Seller's repurchase
obligation hereunder. Seller shall be liable to AutoBond for all amounts owned
by Seller to AutoBond, and for all costs of such legal action, including court
costs and reasonable attorney's fees. Seller agrees to indemnify AutoBond from
and against any and all liability, loss or damage Autobond incurs as a result of
claims, demands, costs or judgments against AutoBond by reason of falsity of or
Seller's breach of any of the representations or warranties set forth in this
Agreement or the Contract Documents.
AGREEMENT SUPPLEMENTAL TO ASSIGNMENT. The terms of this Agreement are in
addition to and not in substitution or abrogation of the terms and conditions of
the form of assignment appearing as part of the Contract Documents.
WAIVER OF NOTICES. Seller hereby waives notice of any breach under any Contract
Documents or this Agreement.
BENEFITS OF ASSIGNEES. The provisions of this Agreement shall be binding on and
shall inure to the benefit of the successors, transferees and assigns of Seller
and AutoBond.
ENTIRE AGREEMENT. This document contains the entire Agreement of the parties and
cannot be modified except in a writing signed by both the Seller and AutoBond.
The parties agree to do such other things and take such other action as
reasonably necessary to carry out the intent of the parties as expressed in this
Agreement. This Agreement supersedes, amends, and restates in its entirety all
prior agreements, if any, entered into between the parties thereto. Any such
prior agreements are separately of no further force and effect, and any and all
dealings by and between the parties with regard to the subject matter hereof are
governed exclusively by the terms and conditions of this Agreement.
NOTICES. All notices provided herein shall be in writing, and may be served in
person or by mail, and shall be considered delivered, in the case of notice by
mail, on the earlier date of receipt by the addressee of three (3) business days
after posting in a correctly addressed envelope with postage prepaid.
TERMINATION. Either party, on fifteen (15) days' notice to the other party may
terminate this Agreement; however, such termination shall not affect Seller's
and AutoBond's obligations as to Contracts purchased prior to the date of
termination.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas. The obligation of the parties are
performable and venue for any legal action arising out of this Agreement shall
be in Tarrant County, Texas.
WITNESS our signatures as of this the 9th day of November, 1994.
SELLER: PURCHASER:
Charlie Thomas Ford, Inc. AutoBond Acceptance Corporation
By:/s/ Jeff Heath By:/s/ William O. Winsauer
Title: CFO/Secretary Title: President