MASTER SECURITY AGREEMENT
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This Master Security Agreement (hereinafter called the "Agreement"), made as of
this ________ day of _________________________, _________________________ by and
between ______________________ _____________________ having its principal place
of business at ______________________, ___________________, ___________________
______________________ (hereinafter called "Debtor"), and VW Credit, Inc., a
Delaware corporation, having offices located at 0000 Xxxxxx Xxxx, Xxxxxx Xxxxx,
XX 00000 (hereinafter called "Secured Party").
Debtor is in the business of buying and selling motor vehicles and desires to
finance the acquisition of new and used motor vehicles (hereinafter collectively
called "Vehicles"), all such Vehicles to be acquired by Debtor in the ordinary
course of Debtor's business.
Secured Party is willing to finance the acquisition of Vehicles by the Debtor,
by making advances to the manufacturer, distributor or other authorized seller
(hereinafter each an "Advance", collectively the "Advances") for such Vehicles
listed and identified in each related security agreement supplement now or
hereafter executed or entered into by Debtor and Secured Party.
In consideration of the mutual promises and the covenants and conditions of this
Agreement, the parties, intending to be legally bound, agree as follows:
1. Debtor Represents
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Debtor represents to Secured Party that it conducts business as a
________________________, and is in good standing and duly registered,
licensed or incorporated in all jurisdictions where required, in order to
enable Debtor to lawfully conduct Debtor's business.
2. Financing
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Secured Party is willing to finance the acquisition of Vehicles and hereby
agrees to extend to Debtor wholesale financing by making Advances in such
aggregate amounts as approved from time to time by Secured Party on terms
and conditions contained herein and in any supplemental documents entered
into in support or in addition to this Agreement. It is understood and
agreed that the making of any Advance hereunder shall be at the option of
Secured Party and shall not be obligatory, and that the wholesale financing
extended hereunder may be terminated without cause at any time by Secured
Party, at its sole election, without notice.
3. Payment Terms
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Debtor agrees, upon demand, to pay Secured Party the amount it Advances to
the manufacturer, distributor or other authorized seller for each Vehicle,
together with interest at a rate per annum designated by Secured Party from
time to time under the terms of certain demand promissory notes executed by
Debtor from time to time ("the Promissory Notes") from the date of each
Advance to the date of repayment thereof. Debtor hereby authorizes Secured
Party to establish such rates of interest from time to time and to give
notice to Debtor of each such interest rate(s) with express understanding
and agreement that each such notice shall constitute an agreement between
Debtor and Secured Party as to the interest rate(s) contained therein. Such
interest will be evidenced by a monthly statement rendered to Debtor by
Secured Party, which monthly interest statement amount shall be payable to
Secured Party upon receipt. Debtor further agrees, upon demand, to make
such curtailment payments, principal balance repayments and to pay such
other additional charges, including but not limited to any late payment
charge, as Secured Party may require from time to time. The amount owed by
the Debtor to Secured Party on the Promissory Notes described herein shall
at any time be the aggregate Advances under the terms and conditions of
this Agreement and any and all related security agreement supplements as
may be in effect from time to time, plus interest, less repayments thereof.
4. Debtor Agrees
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Debtor agrees that financing pursuant to this Agreement shall be used
exclusively for the purpose of acquiring Vehicles for Debtor's inventory
and Debtor shall not sell or otherwise dispose of such Vehicles except by
sale in the ordinary course of business. If so requested by Secured Party,
Debtor agrees to maintain a separate bank account into which all cash
proceeds of such sales or other dispositions of each such Vehicle will be
deposited. Debtor further agrees that each such Vehicle sold shall be
promptly and faithfully paid off to Secured Party and upon such sale Debtor
will remit to Secured Party the total amount then outstanding of Secured
Party's Advance on each such Vehicle.
Any Vehicle will be deemed sold for purposes of this Agreement when any
Vehicle has been sold or leased to a buyer, whether or not buyer or lessee
has paid any or all of the purchase price or lease obligation, when a
Vehicle is damaged, destroyed, stolen, missing or not otherwise located on
Dealer's premises or under Debtor's physical control other than identified
and Secured Party approved demonstrators. Debtor agrees to hold in trust
for Secured Party and shall forthwith remit to Secured Party, to the extent
of any unpaid and past due indebtedness hereunder, all proceeds of each
remaining Vehicle when received by Debtor, or to allow Secured Party to
make direct collection thereof and credit Debtor with all sums received by
Secured Party. Debtor agrees, upon demand to pay Secured Party an amount
equal to any payment or credit it receives from any distributor or
manufacturer as a rebate, incentive or for any other reason, the effect of
which lowers the Vehicle purchase price below the amount of the Advance
made by Secured Party for such Vehicle, regardless of whether or not any
curtailments have been made to Secured Party.
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MASTER SECURITY AGREEMENT (CONT'D) 11
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The foregoing does not apply to any manufacturer holdback, or invoice
discount program and Secured Party may, from time to time, request
immediate payment to Secured Party of the amount of any discount or
holdback.
5. Security
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Debtor hereby grants to Secured Party a first and prior security interest
in and to each and every Vehicle financed hereunder, whether now owned or
hereafter acquired by way of replacement, substitution, addition or
otherwise, together with all additions and accessions thereto and all
proceeds thereof, as security for each and every indebtedness and
obligation of the Debtor hereunder, including without limitation each and
every indebtedness and obligation of Debtor under the Promissory Notes, any
costs and expenses incurred by Secured Party in the collection or
enforcement of the said Promissory Notes, and any monies advanced by
Secured Party on behalf of Debtor for taxes, levies, insurance, and repairs
to or maintenance of the Vehicles or other collateral, and as security for
each and every other indebtedness and obligation now or hereafter owing by
Debtor to Secured Party, including without limitation any collection or the
cost of enforcing the terms of this Agreement, including reasonable
attorneys' fees and all costs of assembling, picking up and transporting
any Collateral, and any monies advanced on behalf of Debtor or expended by
Secured Party to keep or protect the Collateral and to have and maintain
the priority security interest of the Secured Party in the Collateral.
(a) Further, Debtor also hereby grants to Secured Party a security
interest in and to all inventory not otherwise subject to any such
security interest aforesaid in favor of Secured Party, whether or not
financed by Secured Party, including without limitation all inventory
of new and used motor vehicles, campers, travel trailers, mobile homes
and motor homes, and all inventory of automotive parts and
accessories, whether now owned or hereafter acquired by way of
replacement, substitution, addition or otherwise, together with all
additions and accessions thereto and all proceeds thereof.
(b) Further, Debtor also hereby grants to Secured Party a security
interest in and to all Chattel Paper, Accounts whether or not earned
by performance and including without limitation all amounts due from
the manufacturer or distributor of the Vehicles or any of their
subsidiaries or affiliates, Contract Rights, Documents, Instruments,
General Intangibles, Consumer Goods, Equipment, Fixtures and Leasehold
Improvements, whether now owned or hereafter acquired by way of
replacement, substitution, addition or otherwise, together with all
additions and accessions thereto and all proceeds thereof, as
additional security for each and every indebtedness and obligation of
Debtor as set forth above. Secured Party may hold any sums of monies
belonging to the Debtor which comes into the possession of the Secured
Party, including but not limited to any reserves, manufacturer
incentives, rebates or any discounts however arising, and Secured
Party may retain the monies as an offset against any monetary
obligations due and owing to the Secured Party, and Debtor hereby
grants to Secured Party security interest in and to all such monies of
the Debtor in the possession of Secured Party, and Secured Party may
apply all such monies to any outstanding Advance or any other
obligation or indebtedness incurred by or owed to Secured Party by
Debtor.
(c) All said security and additional security set forth in this Paragraph
5 above shall hereinafter collectively be called "Collateral". Debtor
hereby expressly agrees that the term "proceeds" as used in this
Paragraph 5 above shall include without limitation all insurance
proceeds on the Collateral, money, chattel paper, goods received in
trade including without limitation vehicles received in trade,
contract rights, instruments, documents, accounts whether or not
earned by performance, general intangibles, claims and tort recoveries
relating to the Collateral.
(d) Debtor hereby agrees that upon request of the Secured Party it will
take such action and/or execute and deliver to Secured Party and all
documents (and pay all costs and expenses of recording the same), in
form and substance satisfactory to Secured Party, which will perfect
in Secured Party a first priority security interest in any/all of the
Collateral in which Secured Party has or is to have a first priority
security interest under the terms of this Agreement, and which will
perfect in Secured Party such other security interests in any
Collateral under the terms of this Agreement. Debtor agrees that it
will execute in favor of Secured Party any form of document which may
be required for Advances by Secured Party hereunder, and shall execute
such additional documents as Secured Party may at any time request in
order to conform or perfect title in the Vehicles or in and to the
Collateral. Execution by Debtor of notes, checks or other instruments
for the amount Advanced shall be deemed evidence of Debtor's
obligation and not payment therefor until collected in full by Secured
Party.
6. Debtor's Representations
------------------------
Debtor authorizes Secured Party to make a credit investigation and to
inquire from former and current creditors and other appropriate third
parties about account experience, trade experience and trade references,
account performance and outstandings and the terms and conditions of
credits and the amount and verification of credit lines. Debtor further
agrees that this authorization is a continuing authorization for so long as
this Agreement is in effect.
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MASTER SECURITY AGREEMENT (CONT'D) 11
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(a) Debtor shall at all times keep complete and accurate books and records
of its business, including and not limited to records of inventory and
parts sales, trade-in and trade-in allowances, and including all
Debtor bank and checking account records, all of such records to be
made available to Secured Party shall be entitled to make extracts and
to make such copies of such records as Secured Party deems
appropriate. All such books and records will be kept in accordance
with generally accepted accounting principles, consistently applied.
Debtor shall provide Secured Party with a fiscal year end balance
sheet and profit and loss statement, prepared in accordance with
generally accepted accounting principles, within 60 days after
Debtor's fiscal year end. Debtor shall prepare and present a monthly
balance sheet and a profit and loss statement and such other financial
information as Secured Party may reasonably request, all such
information to be prepared consistently, with notice provided Secured
Party of any changes to the manner or method of financial reporting or
methods of record keeping prior to the submission of any financial
information. Debtor shall immediately notify Secured Party if it
changes its fiscal year.
(b) Debtor agrees that all Collateral is and will continue to be free of
all taxes, liens and encumbrances and Debtor will defend the
Collateral against the claims and demands of any third party and shall
indemnify, hold harmless and defend Secured Party in connection
therewith, including but not limited to the immediate discharge of any
tax, lien or encumbrance, and will pay when due or assessable all such
taxes, levies, assessments and encumbrances which may be levied or
assessed against the Collateral. Any sum of money that may be paid by
Secured Party in release or discharge of any taxes, liens or
encumbrances shall be paid to Secured Party by Debtor on demand as an
additional part of the obligation secured hereunder. Debtor hereby
agrees not to mortgage, pledge or loan (except for designated
demonstrators as agreed to in advance by Secured Party in writing) the
Vehicles and shall not license, title, use, transfer or otherwise
dispose of them except as provided in this Agreement.
(c) Debtor will keep all Collateral in good order and repair and will so
protect such Collateral.
(d) Debtor shall keep all of the Collateral only at its places of business
indicated above or as set out in Paragraph 15. Debtor agrees to
promptly notify Secured Party of any change to Debtor's places of
business or warehouse or storage lots where Collateral is to be
located. Secured Party shall have the right, without notice, to come
upon the premises of Debtor and Debtor shall procure from any third
party their consent to enable Secured Party to come upon premises
owned or under control of such third party where Collateral is or
might be located, and Secured Party shall have the right to inspect
and examine such Collateral on any business day during business hours
or at such other times as agreed to by Secured Party and Debtor.
(e) Debtor shall keep all Collateral insured against risks covered by
standard forms of fire, theft and comprehensive extended coverage
insurance in such amount and under policies issued by such insurance
companies as are satisfactory to Secured Party. Secured Party shall be
named mortgagee or co-insured with loss payment to be made to Secured
Party and Debtor shall furnish Secured Party with evidence of same.
The Secured Party is hereby authorized, but not required, to act as
attorney-in-fact for Debtor in obtaining, adjusting or settling any
insurance claim thereunder, and endorsing any checks or drafts drawn
by insurer. Debtor shall promptly remit to the Secured Party in the
form received, with all necessary endorsements, any proceeds of such
insurance which Debtor may receive. The Secured Party may apply any
proceeds of insurance which may be received by it toward payment of
any obligations or liabilities owed Secured Party by Debtor, whether
or not due, in such order of application as Secured Party may in its
sole discretion determine. Should Debtor fail to obtain such
insurance, Secured Party may, but is not obligated to, procure the
same at the cost of Debtor.
7. Power of Attorney
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Debtor grants to Secured Party (by any agents or employees of Secured
Party, with full powers of substitution) a Power of Attorney, to execute in
the name and on behalf of the Debtor any documents or evidence of
indebtedness, including but not limited to promissory notes, trust
receipts, inventory floor plan schedules, security agreement supplements,
chattel paper, financing statements and amendments, documents of title,
registration and tax declarations, executed for and in furtherance of this
Agreement and to provide Secured Party with perfection of its lien on or
the realization of proceeds from all Collateral. Secured Party shall have
the power to execute and deliver any deed, lease, assignment, retail
installment contract, lease, chattel mortgage, security agreement, account,
certificate of title, vehicle registration, xxxx of sale, release or such
other documents as may be necessary to sell, assign or otherwise deal with
Collateral.
Further, Secured Party shall have the Power to demand, collect, receive
payment, release claims in regard to all money due or to become due in
connection with the purchase, sale, damage and destruction of any of the
Collateral and may prosecute any claim against any third party in the name
of the Debtor in connection with the Collateral. Under this Power of
Attorney, Secured Party may sign or affix a mechanical facsimile on any
document within the terms of this Power of Attorney. Upon the request of
Debtor, Secured Party will provide Debtor with a copy of any document
executed under this Power of Attorney.
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MASTER SECURITY AGREEMENT (CONT'D) 11
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8. Default
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The following shall constitute default under this Agreement:
(a) Any breach or failure of the Debtor to observe or perform any of its
obligations, covenants or undertakings hereunder, including but not
limited to the failure of Debtor to satisfy any indebtedness or
liabilities when due owed to Secured Party under this Agreement or any
other agreement with Secured Party, or the breach or default of Debtor
under any other secured debt obligation Debtor may now or hereafter be
subject to;
(b) Misrepresentation by Debtor to Secured Party in connection with the
business and financial condition or organizational structure of Debtor
or any misrepresentation relating to the Collateral;
(c) Death or dissolution of Debtor or any guarantor of or surety for the
Debtor's obligations under this Agreement;
(d) The termination or withdrawal of any guarantor, surety or any credit
enhancement, including but not limited to a letter of credit or
certificate of deposit, with respect to Debtor's obligation under this
Agreement;
(e) Debtor or any guarantor shall make an assignment for the benefit of
creditors, the voluntary or involuntary application for the
appointment of a receiver, custodian or trustee, the voluntary or
involuntary commencement of a proceeding in bankruptcy,
reorganization, dissolution or liquidation or any plan or
reorganization under federal or state law;
(f) Debtor or any guarantor of the Debtor for the obligation and
liabilities under this Agreement shall conceal, remove any part of its
assets so as to hinder, delay or defraud any of its creditors or make
a sale or transfer of assets which would be fraudulent or unlawful
under any bankruptcy, insolvency, fraudulent conveyance or any such
similar law;
(g) Debtor shall involuntarily lose any franchise, permission, license,
right or privilege to sell or deal in any product line of inventory;
(h) Failure of Debtor to insure the collateral or fail to provide Secured
Party with a duplicate original certificate of coverage or any other
proof of insurance acceptable to Secured Party;
(i) Failure of Debtor or any guarantor of Debtor's obligations and
liabilities under this Agreement to provide, complete, fully execute,
or finalize such actions and documentation so as to provide Secured
Party with a properly perfected security interest in the Collateral as
required as a credit condition, this Agreement or any supplemental
Agreement, including any required credit enhancement, such as a
surety, guarantee, letter of credit, certificate of deposit or
mortgage, or the failure to renew, re-register or re-perfect or take
any subsequent action to maintain the security interest of the Secured
Party in the Collateral.
(j) Debtor's assignment of all or any part of this Agreement.
9. Remedies:
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In the event of default, Secured Party shall have, in addition to any and
all rights and remedies under the Uniform Commercial Code, and all other
applicable laws, all of which rights and remedies shall be cumulative and
not exclusive, the option to terminate this Agreement immediately and/or to
declare any and all indebtedness or liabilities of Debtor to Secured Party,
past, present or future, direct or contingent, immediately due and payable
without notice or demand, notwithstanding the provisions of any writings
evidencing same. In addition, upon a default by Debtor, the Secured Party
shall specifically have the right to take immediate and exclusive
possession of said Collateral and every part thereof, wherever it may be
found, and also may enter any of the premises of the Debtor, with or
without process of law, without force, wherever the said Collateral may be,
or supposed to be, and search for the same, and if found, to take
possession of, and remove said Collateral, or any part thereof. Debtor
specifically waives any right to judicial proceedings prior to Secured
Party's exercise of its aforementioned right of repossession. Secured Party
may sell, transfer and dispose of said Collateral or any part thereof at
public auction or private sale, for cash or on credit, as the Secured Party
may elect at its option. Secured Party reserves the right to bid and become
the purchaser at any such sale. Secured Party may dispose of or transfer
all or a portion of such Collateral at wholesale pursuant to the terms of
any agreement Secured Party may have with a seller of goods of Collateral,
and Debtor agrees that to the extent Collateral is disposed of or
transferred pursuant to such an agreement, it is deemed a commercially
reasonable disposition under Article 9 of the Uniform Commercial Code and
any other applicable law. Any notification shall be deemed reasonably and
properly given if mailed at least five (5) days before any action taken or
disposition, postage prepaid, addressed to the Debtor.
(a) Specifically as to Accounts, Secured Party shall have the right in its
own name, or in the name of Debtor, to notify all obligors of Debtor
and to demand, collect, receive, receipt for, xxx, compromise and give
acquittance for, any and all amounts due on such Accounts, and to
endorse the name of the Debtor on any drafts, commercial paper or
instrument given as full or partial payment thereon.
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MASTER SECURITY AGREEMENT (CONT'D) 11
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(b) Debtor shall in case of default, if the Secured Party so requests,
assemble the Collateral and make it available to Secured Party at
Debtor's expense, at a convenient place designated by the Secured
Party. Debtor shall pay all cost of the Secured Party incurred in the
collection of indebtedness or liabilities owed Secured Party by Debtor
and the enforcement of any obligations of Debtor to Secured Party,
including reasonable attorney's fees and legal expenses.
(c) Any proceeds may be applied by the Secured Party to the payment of the
reasonable expenses of retaking, holding, preparing for sale, selling
and the like, including reasonable attorney's fees and legal expenses,
and any balance of such proceeds may be applied by the Secured Party
toward the satisfaction of Debtor's indebtedness or liabilities in
such order of application as the Secured Party may in its sole
discretion determine. Any surplus may be paid first to the holder of
any subordinate security interest if Secured Party received timely and
satisfactory written notice of such subordinate security interest,
then to Debtor, and Debtor agrees to pay any deficiency immediately
upon demand. In addition to all of the foregoing rights, in the event
of default, Secured Party may, without notice to anyone, hold,
appropriate, apply or set off any and all receivables, payments,
moneys, credits or any other obligations or property of or belonging
to Debtor which Secured Party or its corporate parent, subsidiary or
affiliate has or which comes into their possession against any
obligation owed to Secured Party, and Debtor hereby grants a security
interest in and to all such property to Secured Party.
10. General
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Debtor further covenants and agrees that:
(a) Any provision hereof prohibited by law shall be ineffective to the
extent of such prohibition without invalidating the remaining
provisions hereof.
(b) This Agreement shall be interpreted according to the laws of the
State of Michigan.
(c) This Agreement represents the final expression of the parties
concerning the subject matter addressed herein and may not be
contradicted by evidence of prior or contemporaneous agreements of the
parties. There are no unwritten premises, conditions or agreements
between the parties not expressed herein. The parties agree that the
Advances made hereunder for the purchase of Vehicles from time to time
will be reflected on supplemental schedules, promissory notes,
statements and such other evidences of Advances in use by the Secured
Party from time to time. This Agreement may not be altered, modified,
changed or amended in any manner whatsoever except in writing signed
by the duly authorized representatives of the Debtor and Secured
Party, although Secured Party may amend or change the form of all
supplemental schedules, security agreement supplements, promissory
notes, billing statements or such other evidence of Advances made
hereunder.
(d) This Agreement shall inure to the benefit of the successors to the
parties hereto, and assigns of the Secured Party. The terms and
provisions of this Agreement and of any other agreement between Debtor
and Secured Party should be construed together as one agreement;
provided, however, in the event of any conflict, the terms and
provisions of this Agreement shall govern such conflict.
11. Interest Not to Exceed Maximum Rate
-----------------------------------
Interest to be paid in connection herewith shall never exceed the maximum
rate allowable by law applicable hereto, as the parties intend to strictly
comply with all law relating to usury. Notwithstanding any provision hereof
or any other document in connection herewith to the contrary, Debtor shall
not pay nor will Secured Party accept payment of any such excessive
interest, which excessive interest is hereby canceled, and Secured Party
shall be entitled at its option to refund any such interest erroneously
paid or credit the same to Debtor's obligations hereunder.
12. Non-Waiver
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No failure or delay on the part of Secured Party in exercising any power or
right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power preclude any other or further
exercise thereof or the exercise of any other right or power hereunder. The
remedies herein are in addition to those available in law or equity, and
Secured Party need not pursue any rights it might have as a Secured Party
before pursuing payment and performance by Debtor or any guarantor or
surety.
13. Waiver of Jury Trial
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SECURED PARTY AND DEBTOR HEREBY WAIVE THEIR RESPECTIVE RIGHT TO HAVE OR
REQUEST A JURY TRIAL IN CONNECTION WITH THE LITIGATION OF ANY MATTERS OR
ISSUES ARISING UNDER THIS AGREEMENT.
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MASTER SECURITY AGREEMENT (CONT'D) 11
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14. Notices
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Any notice given hereunder shall be in writing and given by personal
delivery or shall be sent by U.S. Mail, postage prepaid, addressed to the
party to be charged with such notice at the respective address set forth
below.
___________________ VW Credit, Inc.
___________________ 0000 Xxxxxx Xxxx - 0X00
Xxxxxx Xxxxx, XX 00000
___________________, ___________________
___________________
Attn: Secretary Attn: Secretary
15. Additional Debtor business and warehouse locations:
(List only addresses where Collateral is or might be located.)
________________ ________________
, _______________ ________________ , ______________ ______________
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
_________________
x ____________________________________________ By: x _________________________
ATTEST IF DEBTOR IS CORPORATION) OR (WITNESS) _____________, President
___________________, Secretary
VW Credit, Inc.
By: x ________________________
Title_________________________
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PROMISSORY NOTE 12
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_______________ ________________ _______________ __________________
(AMOUNT) (CITY) (STATE) ______,
__________________
(DATE)
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ON DEMAND, FOR VALUE RECEIVED, the undersigned promise(s) to pay to the
order of VW Credit, Inc., a Delaware Corporation, at its office at 0000 Xxxxxx
Xxxx, Xxxxxx Xxxxx, XX 00000, the sum of ________________________ Dollars
(________________________), in lawful money of the United States of America
together with interest thereon from the date hereof until paid in full at the
rate or rates specified in paragraph 3.0 of the Master Security Agreement dated
_________________________ ______, _________________________ which interest shall
be payable monthly in like lawful money; provided, however, that the rate of
interest payable hereunder shall not exceed the maximum rate of interest
permitted by applicable law.
The undersigned agrees to pay reasonable attorney's fees if this note is
placed in the hands of an attorney for collection.
The makers, sureties, guarantors and endorsers hereof severally waive
presentment for payment, protest and notice of protest and non-payment of this
note.
WITNESS: ______________________
By: x __________________________________ By:x_________________________________
___________________, Secretary ___________________, President
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DEALER PAYMENT AUTHORIZATION 13A
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______________________ _______,
______________________
TO: ___________________
___________________
___________________, ___________________ ___________________
We hereby authorize you to accept payment in a form satisfactory to you
from VW Credit, Inc. or its agent for all vehicles ordered by and sold to us.
This authorization cancels any previous instructions which may be in force
and will continue until you receive instructions to the contrary.
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Dealer Name Dealer/Factory Code
___________________ ___________________________
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Street Address Authorized Signature
___________________ x__________________________
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City, State & Zipcode Title of Authorized Signator
___________________, ___________________ ___________________, President
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