LIMITED POWER OF ATTORNEY FOR REPOSSESSED VEHICLE CONSIGNOR This Limited Power of Attorney is given this _____ day of _____________, 2011 (the “Effective Date”), by ____________________________________________________[Name of Vehicle Owner (Full legal name of corporate entity) ] a ______________ [state of organization/incorporation] _______________[Type of legal entity (LLC, corporation) (“Consigner”), with principal offices at__________________________________________________________________[Address of Consignor]. WHEREAS, Consignor is a [check appropriate box] _______motor vehicle dealer ______ fleet company, rental company or financial institution that owns certain used motor vehicles (each a “Vehicle”). WHEREAS, OPENLANE, Inc., a Delaware corporation, with principal offices at 2200 Bridge Parkway, Suite 202, Redwood City, CA 94065) (“OL”) provides an online open auction website service, called OPENLANE.com (the “OL Auction”), which provides a venue for Eligible Participants (as defined in the Terms of Use) to act as either buyers or sellers of wholesale used motor vehicles. WHEREAS, _________________________________________________________[Full legal name of repossession services company], a ______________ [state of organization/incorporation] _______________[Type of legal entity (LLC, corporation) (“Repossession Services Company”), with principal offices at__________________________________________________________________[Address of Repossession Services Company] provides remarketing services and wishes to provide such services to Consignor for the Vehicles. WHEREAS, Consignor wishes to appoint OL and Repossession Services Company as Consignor’s attorneys-in-fact as set forth below in order to list and sell Vehicles on Consignor’s behalf through the OL Auction: 1. Appointment of OL as attorney in fact; Adherence to OL Terms of Use; Repossession. Consignor hereby appoints OL and its designee as its lawful attorney in fact, to act in its name and on its behalf, in order: (i) to execute transfer of ownership documents, including without limitation, certificates of origin, odometer disclosure statements and such other documents as are necessary to convey good title to a buyer of a Vehicle, (ii) to act on the direction of Consignor’s Authorized Users (as defined below) in connection with the OL Auction and (iii) to otherwise perform services on Consignor’s and Repossession Services Company’s direction in connection with the listing and sale of Vehicles in the Auction. OL’s liability for all services performed hereunder is limited as provided in the Terms of Use. Consignor understands and agrees that it is bound by the terms of use contained on OL’s web site (http://marketing.OL.com/OA/atcopen/pdfs/terms_of_use_agreement.pdf) (collectively, the “Terms of Use”), as such Terms of Use may be amended from time to time by OL without advance notice to Consignor. The Terms of Use is part of this Limited Power of Attorney and is in full force and effect as though fully incorporated in this Limited Power of Attorney. Notwithstanding Repossession Services Company’s provision of the services set forth above to Consignor hereunder, Consignor remains responsible for adherence to the Terms of Use. By executing this Limited Power of Attorney, Consignor will become an “Eligible Participant” as defined in the Terms of Use in order to list and sell Vehicles through the OL Auction. Consignor warrants, represents and continually covenants that no Vehicle will be listed for sale on the Auction: (a) before the expiration of any cure, reinstatement, or redemption period, or any stay, (b) if it has been repossessed unlawfully or (c) in violation of any public sale requirement. Consignor indemnifies OL for any third party claims, demands or fines that result from breach of Consignor’s agreements and covenants contained herein. 2. Appointment of Repossession Services Company as attorney in fact; Designation of Initial Authorized Users. Consignor hereby appoints Repossession Services Company and its designee as its lawful attorney in fact, to act in its name and on its behalf, in order (CHECK ALL THAT APPLY):
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to execute transfer of ownership documents, including without limitation, certificates of origin, odometer disclosure statements, affidavits of repossession, bills of sale, notices of sale, lien releases and such other documents as are necessary to convey good title to a buyer of a Vehicle, to designate one or more Repossession Services Company employees as an “Authorized User” of Consignor under the OL Terms of Use (as defined below) in order to prepare and submit listings of Vehicles for the OL Auction and otherwise act on Consignor’s behalf in connection with the OL Auction [Repossession Services Company should complete, execute and deliver to OL the “Change Authorized Users” form in order to enable its employee to act as an Authorized User on behalf of Consignor.] to inspect (or order inspections of) Vehicles for listing on the OL Auction to receive the Net Purchase Price from OL for Vehicles sold through the Auction (it being understood that Repossession Services Company (and not OL) is solely responsible for remitting funds to Consignor) to transfer title to OL for Vehicles sold in the OL Auction, to assist in managing the purchase dispute process on Consignor’s behalf in connection with Vehicles sold in the OL Auction and/or to marshal Vehicles and to make the Vehicles sold through the OL Auction available for pick up by buyer’s authorized person in accordance with the Terms of Use, and to execute the bill of lading or other paperwork at pick up time.
This Limited Power of Attorney will be in effect from the date set forth below until the date that Consignor gives OL written notice of termination, for any reason or no reason. Any such termination will not affect the parties’ obligations prior to such termination. CONSIGNOR: (Full legal name of entity): _________________________________________________________ By (Signature of GM/Principal/Controller/VP of Finance):____________________________________ Name (Print): ______________________________________________________________________ Title: _____________________________________________________________________________ Date: ____________________________________________________________________________
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