Master Dealer Agreement

This Master Dealer Agreement (“Agreement”) is between Platform 1 Auto Finance LLC, a Florida Limited Liability Company, with an address at 270 Central Blvd, Suite 202 Jupiter, FL 33458 (“P1AF”), and the undersigned dealer, with the address set forth below (“Dealer”) and is dated the Effective Date. In consideration of the mutual promises and agreements contained herein, P1AF and Dealer agree as follows: 

1. Definitions. In addition to terms otherwise defined in this Agreement, when used in this Agreement, the following terms have the following meanings:

1. “Additional Product(s)” means vehicle service contracts, mechanical breakdown contracts, GAP contracts, credit life, credit accident and health insurance and any other motor vehicle related products and services approved in advance by P1AF for inclusion in a Contract, which in each case, comply with Law. 
2. “Assigned Contract” means a Contract assigned to P1AF hereunder.
3. “Assigned Vehicle” means a Vehicle sold under an Assigned Contract.
4. “Borrowers” means all persons, including the Buyers, co-buyers and guarantors, entering into a Contract with Dealer for the purchase and finance a Vehicle. 
5. “Buyers” means the persons purchasing a Vehicle from Dealer.
6. “Contract” means chattel paper, including a retail installment sale contract, conditional sale contract or purchase money 

securities agreement, providing for the payment by the Borrowers thereunder to Dealer of funds in connection with a retail credit sale of a Vehicle by Dealer to the Buyers thereunder primarily for personal, family or household use. . 

1. “Due Diligence” means Dealer’s procedures, which comply with Law and are prudent and consistent with industry

standards, to verify information, and are used by all Dealer’s employees and contractors. 

1. “Effective Date” means, after this Agreement is signed by Dealer, the date this Agreement is signed by P1AF.
2. "Governmental Authority" means the United States of America, any state or political subdivision thereof, any

municipality, or any court or other person exercising executive, legislative, judicial, regulatory or administrative functions of government. 

1. “Incapacitation or Intervening Event” means, with respect to any Contract, the occurrence of either of the following:

(a) any Borrower in that Contract dies or becomes incapacitated (as determined by P1AF in its sole discretion), files for bankruptcy or other insolvency protection or has a dispute with Dealer; (b) the Vehicle under that Contract is lost, stolen or damaged; or (c) any change in circumstances, as determined by P1AF in its sole discretion, renders repayment of the Contract at risk.

1. "Law" means all provisions of constitutions, statutes, treaties, rules, regulations, ordinances, guidelines, directives and

orders of Governmental Authorities, and all cases and all other binding orders and decrees of all courts and arbitrators. 

1. “Required Documents” means, with respect to any Contract, that original fully-signed Contract and original copies of all

other documents related to that Contract, including documentation comprising any stipulation(s) required by P1AF in connection with its purchase of that Contract, including the original signed credit application and any other credit information Dealer has regarding the Borrower thereunder, the lienholder's copy of the application for title properly completed, including noting P1AF’s security interest in the underlying Vehicle, a physical damage insurance form signed by each Buyer, and proof of that insurance and any other insurance on the underlying Vehicle required by P1AF to be carried on that Vehicle, the cosigner notice, if required, copy of manufacturer's invoice, if applicable, copy of Dealer's bill of sale for the applicable Vehicle and other documents required by P1AF in its Approval (defined below) to purchase such Contract. 

1. “Transaction” means each sale by Dealer to the Buyers of a Vehicle and, if applicable, Additional Products, that is

being financed by Dealer, in each case as set forth in a Contract that will be signed by the Borrowers. 

1. “Vehicle” means a new or used motor vehicle owned by Dealer, including standard body type passenger new or used

vehicles or light trucks or vans, including all attached equipment, replacements, options and product additions, identified as an eligible vehicle by P1AF under its guidelines, as revised from time to time. 

1. Retail Installment Sale Contract Transactions. Dealer is a retail seller of Vehicles and Additional Products to individuals or entities that purchase them for cash or credit. Dealer may periodically offer to P1AF Contracts for purchase and, in connection therewith, submit related credit applications and other information. P1AF may agree to purchase, on terms determined by P1AF in its sole discretion, certain Contracts, together with all other related Required Documents, which Dealer entered into as the seller, with the Borrowers under such Required Documents to which they are a party. Dealer is under no obligation to sell and P1AF is under no obligation to purchase any Contracts.
2. Term of Contract Purchases.
3. Contract Offer. As to each offered Contract, Dealer shall provide P1AF with (i) the Transaction’s proposed terms, (ii) all 

credit information Dealer has regarding the proposed Borrowers thereunder, and (iii) such other information as P1AF shall request. Upon receipt of all requested information, P1AF shall determine in its sole discretion whether to purchase the offered Contract. If P1AF agrees to purchase the offered Contract, P1AF shall issue Dealer an approval number and the applicable terms for that purchase (the “Approval”). 

1. Contract Approval and Processing. Upon receipt of an Approval for any offered Contract, Dealer shall (i) procure all Required Documents for that Contract, (ii) execute and deliver to P1AF an original fully-executed copy of the assignment to P1AF of all Required Documents substantially in the form attached as Exhibit A (the “Assignment”), and (iii) deliver with the original fully- executed Assignment the original Required Documents to P1AF. Following execution of the applicable Required Documents and subsequent delivery of the applicable Vehicle, Dealer shall promptly forward the original copies of the Assignment and the Required Documents to P1AF. 
2. Conditions Precedent to Purchase. If P1AF provides an Approval to purchase a Contract, such offer, and P1AF’s 

obligation to pay Dealer for such Contact, is subject to the satisfaction of the following conditions: (i) the Contract is on a form pre- approved by P1AF in writing, (ii) P1AF’s receipt of the original copy of such Contract, all Required Documents for that Contract and, if applicable, proof of satisfaction of any stipulation(s) specified and/or required by P1AF, (iii) P1AF’s satisfaction, in its reasonable discretion, that such Contract and Required Documents are properly completed and executed, and that the requirements and stipulations for such Contract have been met, (iv) each of Dealer’s Representations (defined below) are true and correct as of the Purchase Date (defined below) for that Contract, (v) Dealer is not then in default of this Agreement, without giving effect to any required notice and/or cure period, (vi) Dealer has complied with Down Payment Requirement (defined below) on that Contract, (vii) the financial institution for the applicable Borrower under that Contract has been finally debited for the Down Payment (defined below) paid by such Borrower, (vii) no Incapacitation or Intervening Event shall have occurred or be continuing, and (ix) Dealer shall have filed and recorded all documents necessary to properly perfect P1AF’s valid and enforceable first priority security interest in the Vehicle purchased under such Contract (the “Perfection Documents”) and shall have provided P1AF all filing receipts related thereto (collectively, the “Conditions Precedent”).

1. Purchase Price and Payment. Upon satisfaction of the Conditions Precedent, P1AF shall pay the purchase price P1AF

specified in its Approval for that Contract. P1AF shall return to Dealer copies of any Contract and its related Required Documents and Assignment that were delivered to P1AF if the Conditions Precedent for any Contract have not been satisfied within thirty (30) days following P1AF’s receipt of such Contract, Required Documents and Assignment. 

1. Non-Recourse; Exceptions. Contracts assigned by Dealer to P1AF pursuant to this Agreement are done so without 

recourse, except for those Assigned Contracts subject to Repurchase (defined below) and as may be set forth in any Approval. 

1. Perfection of Security Interest. For each Assigned Vehicle, Dealer shall (a) complete the Perfection Documents for that Assigned Vehicle, (b) record the Perfection Documents for that Assigned Vehicle by the sooner of (i) thirty (30) calendar days after the applicable Assigned Contract’s date, or (ii) any shorter time period required by Law, but in either case, prior to P1AF paying the purchase price for that Assigned Contract, and, unless otherwise instructed by P1AF in writing, Dealer will cause the lienholder on the Certificate of Title or equivalent document (the “Title Document”), for that Assigned Vehicle to be “Platform 1 Auto Finance LLC,” and (iii) deliver to P1AF evidence that P1AF’s security interest is noted on the Title Document for such Assigned Vehicle, or evidence that P1AF otherwise has a properly perfected, valid and enforceable first priority security interest in such Assigned Vehicle according to Law (collectively, the “Dealer Perfection Obligations”). Dealer is responsible for the perfection and priority of P1AF’s lien in each Assigned Vehicle without regard to where the Assigned Vehicle will be registered or whether the Buyer of such Assigned Vehicle has the ability to perfect that lien personally. Dealer shall Repurchase (defined below) an Assigned Contract as set forth below if, at any time while any amount remains outstanding thereunder, P1AF discovers that (i) Dealer failed to perform any of the Dealer Perfection Obligations, or (ii) P1AF does not have under Law a properly perfected and valid and enforceable first priority security interest in the applicable Assigned Vehicle (each, a “Perfection Default”).
2. Down Payment Requirements. With respect to each Assigned Contract, Dealer shall (a) collect all amounts due as a down payment under such Assigned Contract (each a “Down Payment”) in full via check (irrevocably paid funds in Dealer’s financial institution account), cash, or receipt of certified cleared funds in Dealer’s financial institution account through wire or ACH transfer (a “Non-Credit Payment”) prior to P1AF’s payment for that Assigned Contract, and (b) not use any third-party check-guarantee service or similar service with respect to the Non-Credit Payment (collectively, the “Down Payment Requirements”). If any Down Payment is paid by credit card or check drawn on a credit card account, or from funds obtained through any other loan or credit transaction with Dealer or any other person (“Invalid Down Payment”), the Contract under which such Down Payment was made is ineligible for purchase hereunder. If at any time P1AF discovers that any Down Payment under any Assigned Contract (a) did not meet Down Payment Requirements, (b) was an Invalid Down Payment, (c) was returned, reversed or not paid for any reason (a “Non-Payment”), or (d) was fully or partially provided through Dealer’s assistance or was fully or partially refunded or rebated to any Borrower under such Assigned Contract (collectively, the “Down Payment Repurchase Condition”), that Contract is subject to immediate Repurchase as set forth below. Dealer shall immediately notify P1AF of any Non-Payment.
3. Payments from Buyer. If Dealer receives any payment under an Assigned Contract, Dealer shall receive such payment in trust and shall remit it toA AC immediately in the form received for credit to such Assigned Contract. P1AF shall have the sole right to make collections on all Assigned Contracts, and Dealer shall not solicit or make any collections or repossessions with respect to any Assigned Contract, nor accept the return of, nor make any substitution of, any of the Assigned Vehicles purchased pursuant to an Assigned Contract. Additionally, Dealer shall hold in trust and promptly forward to P1AFa ll communications received in reference to any Assigned Contracts.
4. Power of Attorney. Dealer authorizes P1AF to sign and endorse Dealer’s name upon (a) any checks, drafts, money orders or other forms of payment that may come into P1AF’ s possession as payment of or on account of any Assigned Contract, (b) any assignment of any Assigned Contract to P1AF, (c) any Assigned Contract if such Contract would otherwise fail for the lack of Dealer’s signature, and (d) any other instrument necessary to carry out the intent of this Agreement. The power of attorney and grant of specific agency authority above shall be irrevocable and shall remain in effect for so long as there are Assigned Contracts outstanding. 
5. Representations and Warranties. Dealer represents and warrants that the Effective Date Representations and Warranties (“Effective Date Representations”) set forth in the attached Schedule 1 & 2 are true and correct on the Effective Date. With respect to each Assigned Contract, the Down Payment made thereunder, the Vehicle and Additional Products purchased thereunder, the Required Documents related thereto, the Transaction under which such Assigned Contract and related Required Documents were created, and the Buyers and Borrowers thereunder, the Assigned Contract Representations and Warranties (the “Assigned Contract Representations”; and collectively with the Effective Date Statement, the “Representations”) set forth in the attached Schedule 1 & 2, and, with respect to Dealer, the Effective Date Representations, shall be true and correct on the date P1AF purchases such Assigned Contract (each, a “Purchase Date”). Dealer acknowledges that P1AF is relying upon the truth and accuracy of the Representations in entering into this Agreement and purchasing any Contract, even if P1AF was aware that any Representation was inaccurate at that time made.
6. Dealer Affirmative Covenants. Until all Assigned Contracts have been paid in full, Borrower shall do the following unless P1AF consents to same in writing:
   1. Remain in Business. Maintain its good standing or active status in each State where it operates and conducts its

business in substantially the same manner and locations as such business is now and has previously been conducted. 

1. Licensing. Dealer shall maintain all licenses and authorizations required to sell Vehicles and enter into and enforce the Contracts and engage in any other activities related to this Agreement and, upon P1AF’s request, Dealer shall deliver to P1AF within ten 

(10) days following that request all of Dealer’s current licenses and authorizations.

1. Fees and Taxes. Promptly forward to the proper authorities all fees and taxes due to any Governmental Authority in

connection with its sale, financing and/or registration of each Vehicle using funds drawn on the Dealer’s own account. 

1. Notices to Buyers and/or Borrowers. Notify each Borrower in any proposed transaction (i) that Dealer is submitting their 

credit application for credit review by P1AF at its address above, or to such other address and/or reviewer, as P1AF shall designate in writing, and (ii) of P1AF’s final credit decision on that application. 

1. Dealership Changes. Notify P1AF in writing of (i) any change in Dealership’s ownership, structure or business, including 

the death of a principal, whether such principal is an shareholder, member, general partner, or owner, (ii) a dissolution, insolvency, bankruptcy, reorganization, merger or consolidation of or involving Dealer, (iii) a sale of any of Dealer’s assets other than in the ordinary course of Dealer’s business or any portion of Dealers stock or any ownership interests, (iv) Dealer’s conversion to another legal structure or type of business, or (v) the cessation of Dealer’s business; which notice shall be provided thirty (30) days prior to such event occurring or, if Dealer was unaware of such event before it occurred, within three (3) business days after such event occurs. 

1. Service Obligations. (i) Service all Vehicles its sells in accordance with its representations and warranties provided to Buyers thereof and in accordance with the guidelines and the practices and policies established by the manufacturers of such Vehicles, and otherwise in accordance with generally accepted industry standards, and (ii) perform all other obligations it is required to perform as the seller of each Assigned Vehicle and Additional Products under each Assigned Contract. 
2. Dealer Negative Covenants. Until all Assigned Contracts have been paid in full, Borrower shall not do any of the following unless P1AF consents to same in writing:
   1. Advertising. Except as otherwise set forth herein, identify P1AF or any of its affiliates or any of their products or services

in any advertising placed in any medium (including signs on Dealer’s premises). 

1. Power Booking. Overstate, misrepresent and/or inflate the description or value of any Vehicle accessories or attributes 

in any Contract (referred to as “Power Booking”). If Dealer includes any Power Booking on any Vehicle or any Additional Products sold in any Assigned Contract (a “Power Booking Default”), Dealer shall be in default of this Agreement and, without limiting any remedies available to P1AF, that Assigned Contract shall be subject to Repurchase as set forth below. 

1. Information Provided by P1AF. Dealer shall treat all "information" confidentially and shall not disclose it to any third party (other than its own employees, attorneys or accountants who have a need to know) or use it for any purpose other than to finance the purchase of goods from Dealer or otherwise to carry out the purposes of this Agreement, without, in either case, P1AF’s prior written consent. For purposes of this Section, "information" includes all information (whether written or oral) which is furnished (whether before or after the date hereof) by P1AF to Dealer and all analyses, compilations, forecasts, reports, studies, or other documents prepared by P1AF or on its behalf, in connection with the Agreement. Dealer shall take all reasonable measures to comply with the Law relating to privacy and data security and to prevent its agents, employees, and subcontractors from using or disclosing any personally identifiable information about any Borrowers, except to the extent consented to by such Borrowers. 
2. GPS Starter Interrupt Device. P1AF, from time to time, may deliver 1 or more GPS units or other similar device (each, a "Device") to Dealer, at no cost, to be installed in each Assigned Vehicle. Each Device shall remain as P1AF’s property until Dealer properly installs such Device in an Assigned Vehicle. If any Device is not installed within 30 days after Dealer’s receipt of same, Dealer shall, upon receiving P1AF’ request, either (i) return all such Devices to P1AF in the original condition and packaging, or (ii) pay P1AF $200 per Device.
3. Goods; Services and Other Products. Dealer is solely responsible for (i) the quality and condition of the Vehicle and the Additional Products sold in connection with any Contract, and (ii) any statements, promises, actions or omissions concerning the sale or attempted sale of a Vehicle or Additional Products, sold, financed, or discussed in connection with any Contract. Dealer shall act in good faith to resolve any disputes concerning any Vehicle or Additional Products purchased (or considered being purchased) in connection with any Assigned Contract.
4. Compliance with Law.
   1. General Obligation. Dealer shall provide each Borrower with completed copies of its Contract and any other

document required by Law, with all blanks filled in with accurate and complete information. Each Assigned Contract and all other documents used by Dealer in the sale of Vehicles and the financing thereof, including the credit application, Buyer’s order, the Contract and related Required Documents must comply with, and, in the Transaction underlying each Assigned Contract, Dealer must comply with, and all of Dealer’s other business practices, acts and operations (including the sale and financing of Additional Products, the sale and financing of automobiles, credit application processing and all Contracts and disclosures) shall comply with, in each case, all Law including, as applicable, the Fair Credit Reporting Act, the Equal Credit Opportunity Act, including lending Law and Regulation B, the Federal Truth in Lending Act, Regulation Z, the FTC Used Motor Vehicle Trade Regulation Rule, the Federal Trade Commission Act and Unfair, Deceptive or Abusive Acts or Practices, including all Law pertaining to unfair or deceptive acts or practices, the Magnuson-Moss Warranty Act, Gramm Leach Bliley Act, the Fair Credit Reporting Act and all regulations thereunder (“FCRA”), the Law administered and written by the Office of Foreign Assets Control ("OFAC"), the Fair and Accurate Credit Transactions Act of 2003 ("FACT"), the Red Flag Rules, Title V of the Gramm-Leach Bliley Act and the Financial Privacy Rule, all Federal Trade Commission Rules, any state sales finance or motor vehicle finance acts, and all other Law now or hereafter in effect that apply to the extension of credit, consumer transactions or the sale or financing of the goods and services covered by each Assigned Contract. 

1. FCRA. If P1AF reviews a credit application for any Borrower whose consumer report contains an alert (as that term is used

in the FCRA), Dealer will comply with all requirements of FCRA relating to such alerts, including performing additional Due Diligence to confirm the identity of such Borrower. Dealer shall also comply with the requirements of its own Identity Theft Prevention Program (as required under FCRA’s Red Flags Rule) to confirm the Borrowers’ identity and to prevent the occurrence of identity theft. Dealer shall perform any other Due Diligence requested by P1AF. The provisions of this subsection shall apply to all credit applications and other credit information submitted to P1AF by Dealer. 

1. Anti-Money laundering and Suspicious Activity. Dealer shall comply with the provisions of the USA PATRIOT ACT of

2001 (the “Patriot Act”), which includes but is not limited to the requirements of filing Suspicious Activity Reports and establishing a Customer Identification Program. Dealer shall (a) cooperate with P1AF in this effort and provide appropriate notices to applicants as required under the Patriot Act, and (b) make available, and provide information reasonably requested by P1AF, to allow it to comply with the Patriot Act. Additionally, Dealer shall (a) use its best efforts to detect and prevent money laundering and financing of terrorism schemes, and (b) report suspicious activities to P1AF and appropriate Governmental Authorities including detected or attempted fraud and identity theft. 

1. Privacy.
   1. Personal Information. Dealer shall comply with all Law related to privacy and data protection. Pursuant to Title V of the Gramm-Leach-Bliley Act, Dealer shall refrain from disclosing to any non-affiliated third parties any sensitive, private or otherwise non- public information obtained by Dealer, including from P1AF, about the Buyers or Borrowers (“Personal Information”). Notwithstanding the foregoing, under limited circumstances, such Personal Information may be released to third parties as is necessary for such third parties to perform certain duties and obligations for Dealer; provided such is made in strict compliance with Law and such third parties agree not to allow any such information to be used by any person other that its employees or contractors who need that Personal Information to perform the duties and obligations of Dealer. 
   2. Maintenance. Dealer shall maintain physical, electronic and procedural safeguards in compliance with the Law

protecting Personal Information including, but not limited to, the maintenance of appropriate safeguards to restrict access to the Personal Information to those employees, agents or service providers who need such information to carry out the purpose or purposes for which such Personal Information was disclosed to Dealer. 

1. Notice. Dealer shall immediately notify P1AF if Dealer suspects any Personal Information has been or may have been

subject to unauthorized access, use or disclosure (whether electronically, verbally, printing of physical copy, or otherwise). 

1. Books and Records.
   1. Keeping Records; Inspections. Dealer shall maintain complete and accurate records concerning (i) credit applications

forwarded to P1AF for evaluation, (ii) the sale of Contracts to P1AF, (iii) the underlying Vehicles in the Assigned Contracts, and (iv) all matters related to the Assigned Contracts including the Additional Products sold therein. P1AF may, at any time upon reasonable notice, inspect and copy Dealer’s records, speak to Dealer’s employees and contractors that work with, account for and keep the records referred to in (i) – (iv) above, or require Dealer to deliver such information to P1AF. Dealer shall cooperate with all such requests made by P1AF including those that P1AF, in its sole discretion, determines is necessary for it to respond to any investigation by any Governmental Authority, Better Business Bureau, or similar organization, or in conjunction with any investigation deemed necessary by P1AF to prepare for, respond to, or prosecute or defend any litigation or administrative proceeding to which P1AF is a party, without regard to whether Dealer is or may become a party and without regard to whether Dealer may or may not ultimately bear any liability in such investigation, litigation or administrative proceeding. 

1. Marking Records. Dealer will (i) prior to or at the time of P1AF’s purchase of any Contract, record (at its own expense)

clearly and unambiguously in its records (whether physical or stored in intangible media, including computer records) that all of its interest in each Assigned Contract has been assigned to P1AF, and that P1AF is the true legal and beneficial owner thereof; and (ii) treat each Assigned Contract for all purposes (including, without limitation, tax and financial accounting purposes) as a sale of such Assigned Contract to P1AF on all relevant books, records, tax returns, financial statements and other applicable documents; and (iii) respond to any third party’s inquiries relating to the ownership of any Assigned Contract by stating that such Contract has been sold to P1AF. 

1. Insurance.
   1. At Time of Purchase. Each Vehicle sold under any Assigned Contract must be covered by fire, theft and comprehensive

and collision insurance as required by Law, with a deductible not to be greater than Five Hundred Dollars ($500), fully protecting P1AF’ interest in the Vehicle for a term of not less than ninety (90) days and naming P1AF as loss payee and an additional named insured. Dealer shall submit with each Assigned Contract evidence of such insurance in a form satisfactory to P1AF, in its sole discretion. Dealer shall pay to P1AF upon its demand any loss suffered by P1AF as a result of the applicable Buyer’s failure to have the required insurance in place at the time P1AF purchases the Assigned Contract, and for the six (6) month period thereafter. 

1. Certain Insurance Not Required. Dealer shall inform the Borrowers and Buyers that (i) no gap waiver or insurance 

coverage or any other insurance product is required to obtain credit, other than insurance required under Section 17(a), and (ii) that any gap waiver or other insurance may be obtained from any qualified and licensed insurer in the jurisdiction where the Vehicle will primarily be driven. 

1. Reimbursement for any Rebates. Upon prepayment in full of an Assigned Contract, Dealer shall remit to the Buyers 

thereunder, within the time required by Law, any unearned premium or charge for insurance, or any other Additional Products financed under such Assigned Contract that must be refunded or rebated under Law or the terms of the agreement by which such insurance or Additional Products were provided. If P1AF is required by Law to refund such unearned premium or charge to the Buyers under such paid Assigned Contract, then Dealer shall, immediately upon P1AF’s request, pay to P1AF the amount or such premium or charge refunded by P1AF. In such case, Dealer shall provide P1AF with any information P1AF requires to refund these amounts to the applicable Buyers. If insurance or another Additional Product is financed under an Assigned Contract and is subsequently canceled, or a refund of any amount paid for same is otherwise provided (except if a full prepayment), Dealer shall pay to P1AF, upon its demand for same, to be applied as partial payment on the Assigned Contract, any unearned premium or charge, as allowed by Law. 

1. Term and Termination.  This Agreement commences on the Effective Date and continues thereafter until either party terminates it by providing the other party with written notice.
2. Remedies.
   1. Security. As security for Dealer’s payment and performance obligations hereunder, whether now or hereafter existing, Dealer grants to P1AF a security interest in Dealer’s money and other property now or in the future in P1AF’s possession, or that, pursuant to this Agreement or any other agreement between Dealer and P1AF or any of its affiliates, P1AF may now or hereafter be obligated to pay to or for the account of Dealer or deliver to Dealer. 
   2. Specified Remedies. No right or remedy contained in this Agreement is intended to be exclusive of any other rights or 

remedies contained in this Agreement or at Law or in equity, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein or now or hereafter existing at Law or in equity or by statute, or otherwise. If Dealer breaches this Agreement in any respect, or if any of Dealer’s representations or warranties hereunder are inaccurate when made or deemed made hereunder, P1AF may, without limiting any other remedies available to it, immediately terminate this Agreement and void any Approvals under which P1AF has not paid the applicable purchase price for an Assigned Contract. P1AF has no obligation to purchase any Contracts pursuant to an Approval deemed null and void pursuant to this Section. 

1. Mitigation. If Dealer fails to (i) Repurchase a Contract in breach of this Agreement, (ii) pay the Repurchase Price for any Repurchase, or (iii) pay any amounts as required by this Section 19, P1AF may, in mitigation of its damages, repossess the Vehicle securing the Contract, as applicable, as may be allowed by Law, in which event Dealer will pay P1AF, in cash upon demand, in addition to any other sums provided for herein, all costs of repossession, including court costs and attorneys’ fees, and all costs of reconditioning, storing and reselling the Vehicle. 
2. Offset. Dealer agrees that, without notice or demand, P1AF may deduct from any payment its is required to make to Dealer 

hereunder, any and all amounts Dealer owes P1AF hereunder, including any Repurchase Price, charge backs, or refunds. 

1. Indemnification.
   1. Indemnification by Dealer. Dealer shall, upon demand, defend, indemnify, and hold P1AF, and its respective members,

managers, owners, directors, officers, employees, representatives, agents, servants, successors and assigns, harmless from and against any and all, claims, losses, liabilities, damages, injuries, costs, expenses, outside attorneys’ and paralegal’s fees (incurred pre- proceedings, in the proceedings, on appeal or in bankruptcy), court costs and other amounts arising out of or resulting from (i) Dealer's breach of or default under this Agreement, (ii) the failure of any Representation to be accurate when, (iii) Dealer's maintenance, use or disclosure of Buyers’ or Borrowers’ information, (iv) the evaluation of the Borrowers for financing, (v) Dealer's denial of financing or taking of any other adverse action, relating to the Buyers or Borrowers, (vi) any actions of Dealer in connection with credit applications or the Contracts sold by it under this Agreement, (vii) the failure of the Borrowers’ credit information, any Vehicle description or a description of any Vehicle options to be accurately described in any Contract, or (viii) Dealer’s conduct. 

1. Indemnification by P1AF. P1AF shall indemnify, defend, and hold Dealer harmless from any and all claims, actions,

damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, asserted by any Buyer or Borrower arising out of any act, failure to act, or service provided by P1AF, its employees, agents, or representatives. 

1. Miscellaneous.
   1. Acknowledgment. Dealer acknowledges that (i) it read and understands this Agreement, (ii) had the opportunity to be

represented by its own counsel, (iii) P1AF makes no representation or warranty, express or implied, regarding any Contract form approved by P1AF, including its enforceability, and (iv) Dealer must retain its own experts to create a Contract form acceptable to Dealer for all purposes. 

1. Adverse Action Notices. Each party shall send any required adverse action notices and other notices to each of the Borrowers under any credit application as required by Law, including the ECOA (defined below), including Regulation B thereunder, and FCRA (defined below), as a result of its respective credit evaluation of such credit application. 
2. Amendments. This Agreement may be amended by (i) a separate writing by all parties hereto, or (ii) by a separate writing

signed by P1AF and forwarded to Dealer, and Dealer offering to sell a Contract to P1AF thereafter (which offer shall constitute Dealer’s acceptance of the prior amendments). (d) Limitation of Liability. IN NO EVENT SHALL P1AF BE LIABLE UNDER THIS AGREEMENT FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING FROM ITS PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR EVEN IF SUCH DAMAGES ARE REASONABLY FORESEEABLE. THIS SUBSECTION APPLIES TO ALL CLAIMS WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY. 

1. Creditworthiness. Dealer authorizes P1AF to investigate Dealer’s creditworthiness as P1AF in its sole discretion deems necessary from time to time. 
2. Counterpart; Electronic. This Agreement may be executed in 1 or more counterparts, each of which shall be considered an original of this Agreement but together shall form but 1 agreement. Signatures on this Agreement may be communicated by electronic transmission. Signed electronic copies of this Agreement are binding upon the parties signing same as though they were originals. 
3. Entire Agreement; Conflict; Severability. This Agreement, together with its schedules and exhibits, represents the entire agreement between and amongst the parties concerning its subject matter hereof. This Agreement supersedes all proposals or quotations, oral or written, and all negotiations, conversations, or discussions between or amongst the parties relating to the subject matter of this Agreement. When interpreting this Agreement precedence shall be given to the respective parts in the following descending order: (i) this Agreement; and (ii) any exhibits to this Agreement. The unenforceability of any provision of this Agreement shall not affect the remaining provisions or any portions thereof. 
4. Governing Law; Venue; Jurisdiction. This Agreement shall be governed by and construed in accordance with the Law of the State of Florida, United States of America, and, unless otherwise agreed to in writing by each party hereto, venue and jurisdiction shall lie only in Palm Beach County, Florida. Each party hereto submits to such jurisdiction and venue and waives any defense of inconvenient forum in relation hereto. 
5. Independent Contractor. The relationship between or amongst the parties hereto is solely as set forth in this Agreement. No party shall be deemed the employee, agent, partner or joint venturer of any other, nor have, or represent to have, any authority or capacity to make or alter any agreement on behalf of any other, to legally bind any other, to credit or receive money due on behalf of any other or to do any other thing on behalf of any other, except as specifically set forth herein. No party will have or attempt to exercise any control or direction over the methods used by any other to perform its work, duties and obligations under this Agreement except as set forth herein. The respective employees, agents and representatives of each party hereto shall remain its own employees, agents or representatives, and shall not be entitled to employment benefits of any kind from any other party. No party hereto is responsible for any tax collection, payment and/or reporting obligations with respect to any other party or such other party’s employees, subcontractors or agents. 
6. Interpretations. The captions or headings in this Agreement are for convenience only and in no way limit the scope or intent 

of any provision of this Agreement. The words "hereof", "hereby", "hereto", "herein", "hereunder" and the like refer to this Agreement in its entirety. The words "person" and "persons" shall include any individual, association, joint venture, partnership, corporation, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. The term "including" is not limiting. Words importing the singular number shall mean and include the plural number and vice versa The language used herein shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party. (k) Jury Trial Waiver. EACH PARTY TO THIS AGREEMENT KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON THIS AGREEMENT, ANY AGREEMENT EXECUTED IN 

CONNECTION WITH THIS AGREEMENT, COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY OR ANY OTHER PERSON IN CONNECTION THEREWITH. THIS WAIVER OF TRIAL BY JURY IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT AND ANY OTHER AGREEMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT. 

1. Notices. Notices or other communications under this Agreement shall be in writing and shall be effective when delivered 

personally or by overnight courier, or mailed, postage prepaid, by certified or registered mail to each party at the address set forth above, or to such other address as a party may from time to time provide in a writing pursuant to this Subsection to the others. 

1. Successors and Assigns; Previous Agreements. This Agreement shall be binding and shall inure to the benefit of and 

bind the parties, their heirs, personal representatives, successors, transferees, and assigns. Contracts purchased pursuant to any previous agreements between the parties shall be governed by those agreements with respect to repayment of the Dealer participation, if applicable. 

1. Survival. The termination of this Agreement does not affect either party’s duties and obligations hereunder with respect 

to any outstanding Assigned Contract that remains following such termination, and each party shall continue to perform its duties and obligations hereunder with respect to the Assigned Contracts. Subject to the limitations and other provisions of this Agreement: Sections 1 and Sections 4 to 21 will survive the termination of this Agreement until all of the Assigned Contracts are irrevocably paid in full. 

1. Waiver. No course of dealing between Dealer and P1AF or any delay or failure on the part of P1AF in exercising any rights 

under this Agreement shall operate as a waiver of any rights of P1AF, except to the extent expressly waived in writing by P1AF. 

1. Further Assurances. Upon P1AF’s request, Dealer shall promptly correct, sign, or deliver any accurate, incomplete or 

missing Contracts, Required Documents or other documents and deliver to P1AF such other assurances or instruments as P1AF deems necessary to confirm or perfect the interest of P1AF in any Contract purchased by P1AF and security interest in the Vehicle and other goods and services described in the Contract or to otherwise carry out the intentions of this Agreement. 

1. Waiver. No delay or omission in exercising any right or remedy shall impair any such right or remedy, or shall be 

construed as a waiver of any breach or default or as acquiescence thereto. 1 or more waivers of any covenant, term or condition of this Agreement shall not be construed as a waiver of a continuing or subsequent breach of the same covenant, term or condition. The consent to or approval of any act of a nature requiring consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. Payment or receipt of a lesser amount than that due hereunder shall not be deemed to be other than on account of the earliest amount due hereunder regardless of any notation on the payment as “paid in full” or similar terminology. 

IN WITNESS WHEREOF, this Agreement is executed by Dealer on the date shown by Dealer’s signature below, delivered to P1AF and then accepted by P1AF on the Effective Date shown below. 

Effective Date Representations 

1. Dealer is duly organized or created, validly existing and in good standing under the Laws of the State where it was organized or created and, if such state is not the state in which Dealer’s motor vehicle business is located (the “Business State”), Dealer is qualified as a foreign entity in good standing in the Business State. Dealer has the power and authority to own its assets and to carry on its motor vehicle business.
2. Dealer has the power and authority to execute and deliver this Agreement, each Assigned Contract, the related Required Documents and each Assignment and to perform all of its obligations hereunder and thereunder. This Agreement, the Required Documents, each Assignment and each of the other documents executed by the Dealer in connection herewith and therewith (collectively, the “Applicable Documents”) constitute the valid and legally binding agreements of Dealer, enforceable against Dealer in accordance with its terms.
3. Neither Dealer’s execution, delivery or performance of any of the Applicable Documents, nor the consummation of the transactions contemplated thereby: (a) constitutes a violation under (either immediately, upon notice or upon lapse of time) Dealer’s formation or governing documents, any provision of any agreement or contract to which Dealer or any of its assets may be bound, any judgment to which Dealer is bound or any Law; or (b) will or could result in the creation or imposition of any lien or encumbrance upon any of Dealer’s assets; or (c) will or could result in the loss or adverse modification of, or the imposition of any fine or penalty with respect to, any license granted or issued to, or otherwise held by, or for the use of, Dealer.
4. All copies of the information provided by Dealer was, is and will be true, correct and complete copies of that information.
5. Upon Dealer’s execution and delivery of this Agreement, Dealer shall not be in default of any of its obligations under the Agreement, without giving effect to any required notice and/or cure periods.
6. Dealer has all licenses and authorizations required to enter into and enforce the Contracts and engage in any other activities related to this Agreement.

1. Dealer is not in default of any of its obligations under this Agreement and each of the Representations are true and correct after, in each case, giving effect to the sale of the Assigned Vehicle and the Additional Products sold in the Assigned Contract and the sale and transfer of the Assigned Contract to P1AF including those related to Dealer’s obligation to comply with all Law related to same. Dealer has complied with all of the requirements set forth in the Approval for P1AF’ purchase of such Assigned Contract. Each of the Conditions Precedent for P1AF’ purchase of the Assigned Contact has been satisfied.
2. The Assigned Contract and the related Required Documents (a) are valid and enforceable obligations of the Borrowers for the amount set forth therein, (b) arise out of a bona fide sale of goods and/or services in the ordinary course of business, and (c) have been finally accepted by the Borrowers therein, and (d) are legally enforceable by P1AF as assignee thereof. The Borrowers under the Assigned Contract and Required Documents are unconditionally liable thereunder without right of offset of any type.
3. The Assigned Contract covers goods and services owned or provided by Dealer free and clear of all liens and encumbrances of any kind. Dealer has the authority to sell and assign, and did assign the Assigned Contract to P1AF free and clear of all liens and encumbrances. Immediately prior to the assignment of the Assigned Contract hereunder, Dealer held good, marketable and indefeasible title to the Assigned Contract free and clear of all liens and encumbrances of any type. Upon Dealer’s assignment of the Assigned Contract to P1AF, P1AF shall hold good, marketable and indefeasible title to the Assigned Contract free and clear of all liens and encumbrances of any type. The Assigned Vehicle was owned by Dealer at the time of its sale to the Buyers, free and clear of all liens and encumbrance of any type, other than floor plan obligations, which Dealer has or will promptly satisfy. P1AF' perfected first lien on the Assigned Vehicle is legally recognized and will be given full force and effect against all persons including the Buyers, other creditors and bankruptcy trustees. The certificate of title for the Assigned Vehicle was not issued as an impaired or branded title, including a title noted as: salvage title, lemon Law buy back, prior police vehicle, prior taxi, or gray market title.
4. No disputes, legal or equitable defenses or counterclaims exist or could be raised against the Assigned Contract, the enforcement thereof or the payment of the purchase price for the Assigned Vehicle.
5. Dealer has sold, delivered, and installed the Assigned Vehicle and Additional Products described in the Assigned Contract. The descriptions of the Assigned Vehicle, Additional Products and the other information contained in the Assigned Contract are in all respects true and complete. The Required Documents correctly and accurately describe the Assigned Vehicle, and any accessories or options added to the Assigned Vehicle, which are listed on the NADA “book out sheet” provided by Dealer, and the mileage of the Assigned Vehicle at the time of sale. The Buyers are the registered owners of the Assigned Vehicle.
6. Dealer has verified each Borrower’s identity using a driver's license or other identification containing such Borrower’s photograph, which is issued by the state of such Borrower’s residence, and such license has been issued without any restrictions due to a civil or criminal violation.
7. Each of the signatures on the Assigned Contract is valid and genuine, and each Buyer and Borrower thereunder is the individual he/she represents to be and has the legal capacity to enter into a legally binding obligation.
8. Dealer has not committed, nor consented to, nor is Dealer aware of any facts, acts or omissions with respect to the Assigned Contract and the Assigned Vehicle that would afford any Governmental Authority the right or remedy of forfeiture of all or any part of such Vehicle, or any property (including but not limited to money paid) delivered to Dealer or any other party in performance of the obligations under the Assigned Contract, or any interest in or income, profits, or proceeds of any of the property described in this section.
9. Dealer has not received any monies related to or payments made under the Assigned Contract that Dealer has not transferred to P1AF, properly endorsed to P1AF where appropriate. None of the goods and services mentioned in any Contract will be rented with or without a driver, or held out or used as a taxi or other form of public conveyance.
10. Dealer has provided P1AF all credit information furnished Dealer by the Borrowers, and all such information is true, complete and accurate on the date the Assigned Contract was assigned to P1AF. No information contained in Borrowers’ credit application has been altered by Dealer. Dealer has not advised or suggested that any Borrower omit information from the credit application or report any information in the credit application or any other document, other than in a true, correct and complete manner. Dealer has written authorization from the Borrowers to obtain and provide to P1AF all information regarding the Borrowers including credit reports and any other nonpublic information.
11. The Assigned Vehicle is insured by an insurance company acceptable to P1AF against fire, theft and collision with P1AF named as loss payee and additional insured under such insurance. Written evidence of such insurance has been provided to P1AF.
12. Dealer did not charge the Borrowers for filing fees or other costs paid by Dealer to public officials to perfect a security interest in the Assigned Vehicle except where allowed by Law. Dealer did not charge Borrowers any other fees, other than clearly denominated finance charges, unless those fees are also charged in cash transactions. Dealer has not passed on to the Borrowers any acquisition fee or other fee charged by P1AF for the acquisition of the Assigned Contract.
13. Dealer made all disclosures to the Borrowers required by Law prior to the Borrowers signing the Assigned Contract. No Borrower was induced to enter into the Assigned Contract by Dealer’s misrepresentations, suppressions or omissions about the Assigned Vehicle or Additional Products, and no material fact about the Assigned Contract, the Assigned Vehicle or the Additional Products was misrepresented to the Borrowers or omitted from any required disclosure to the Borrowers. Dealer disclosed all charges it is required to disclose under Law and such disclosures were made accurately in accordance with Law.
14. All agreements of Dealer with respect to the retail installment sale of the Assigned Vehicle are contained in the Assigned Contract. Neither Dealer nor any of its employees or agents made any oral or written promises to the Borrowers that are not in the Assigned Contract.
15. The Buyers’ purchase of any Additional Products was optional. Those Additional Products are offered by Dealer for sale in comparable cash transactions at a price equal to that disclosed in the Assigned Contract. The sale and financing of any Additional Products did not violate any Law. Those Additional Products Dealer agreed to deliver to the Buyers with the Assigned Vehicle were delivered to and accepted by Buyers. The Additional Products were (a) sold at a purchase price that was the fair retail market price for such products, and (b) not overstated or inflated in any way, and (c) sold a prices no higher than the prices Dealer charges for such those products in cash sales. There have been no adjustments in the cash price of the Assigned Vehicle and Additional Products as a result of this Agreement.
16. Buyer’s purchase of the Assigned Vehicle is not a "straw purchase" (a purchase where the buyer is not the person who will be the primary driver of the vehicle sold to the buyer).
17. The sale of the Assigned Vehicle to the Buyer, including the Borrowers’ execution of the Assigned Contract and Dealer’s delivery of the Assigned Vehicle to the Buyers, occurred at Dealer’s principal place of business.
18. The Assigned Contract was generated from a direct sale by Dealer, and not from a third party. No (a) part of the Down Payment was provided by Dealer, and (b) unpaid balances shown on the Assigned Contract are incorrect. Dealer has not assigned or pledged any Assigned Contract to any person other than P1AF, and P1AF has received the sole original executed copy of the Assigned Contract. The Assigned Vehicle (a) was delivered by Dealer and accepted by Buyer without condition or reservation, and (b) was delivered in good and operable condition.
19. All of the Representations made by Dealer, and all of the statements, documents or other information pertaining to the Transaction underlying the Assigned Contract made or given by Dealer or any of its agents or representatives to P1AF are complete and accurate, and do not omit any material information required to make the statements, documents and other information provided, in light of the contemplated Transaction, non-misleading, accurate and meaningful. 

 To Platform 1 Auto Finance LLC Dealer Agreement

THIS PRODUCT LINE ADDENDUM (“Addendum”) is made a part of the Platform 1 Auto Finance LLC Dealer Agreement betweenPlatform 1 Auto Finance LLC (“Administrator”) and (“Dealer”) (hereinafter the “Dealer Agreement”), and is entered into by and between Administrator and Dealer. 

By execution of this Addendum, Administrator and Dealer each agree to be bound by all of the terms and conditions of the Dealer Agreement, and Dealer expressly acknowledges its independent contractor relationship with Administrator as described in the Dealer Agreement.

Unless otherwise defined herein, the terms contained in this Addendum have the same meaning as those defined in the Dealer Agreement. In the event of any conflict between the provisions of this Addendum and those of the Dealer Agreement, the provisions of this Addendum shall govern.

Administrator hereby authorizes Dealer to market the Program described herein, on behalf of Administrator, to prospective Customers in accordance with the Dealer Agreement, this Addendum and the applicable Contract(s).

Dealer expressly agrees that this Addendum may be unilaterally amended and/or replaced by Administrator at its sole discretion, and such amended or replacement addendum shall be effective thirty (30) days from the date issued unless otherwise indicated.   

PRODUCT TYPE:    Lead Qualification from the test drive software called idDriver

TRADE-MARK:   idDriver® (product brand)

ADMINISTRATOR:   idDriver LLC

CANCELLATION STATUS: Contracts are cancellable and Dealer’s compensation subject to refund. Cancellation Fee(s) may apply – see Contracts(s) for specific details. Subject to Section 12. Cancellations.

MARKETING COLLATERAL: Consumer Brochure

DEALER FEE:  The idDriver program is a free program for those that fund 5 (five) or more loans a calendar month with Platform 1 Auto Finance. Those that fund less than 5 (five) loans a calendar month with Platform 1 Auto Finance have the option to purchase idDriver at the following rates. 

Active sites

0-500                                    - Unit Cost of $500

501-2000                             - Unit Cost of $400

2001-4000                          - Unit Cost of $350

Greater than 4001          - Unit Cost of  $300