Common use of Additional Warranties and Representations Clause in Contracts

Additional Warranties and Representations. Guarantor warrants and represents to CDF that: (a) Guarantor has good title to all Collateral; (b) CDF's security interest in the Collateral financed by CDF for Dealer or Guarantor is not now and will not become subordinate to the security interest or claim of any person; (c) Guarantor will execute all documents CDF requests to perfect and maintain CDF's security interest in the Collateral, and will cause all third parties in possession of Collateral to provide such acknowledgment or control of CDF's security interest as CDF may require; (d) Guarantor will deliver to CDF immediately upon each request, and CDF may retain, each Certificate of Title or Statement of Origin issued for Collateral financed by CDF for Dealer or Guarantor; (e) Guarantor will at all times be duly organized, existing, in good standing, qualified and licensed to do business in each jurisdiction in which the nature of its business or property so requires; (f) Guarantor has the right and is duly authorized to enter into this Guaranty; (g) Guarantor's execution of this Guaranty does not, and will not, constitute a breach of any law or agreement to which Guarantor is now or hereafter becomes bound; (h) there are and will be no actions or proceedings pending or threatened against Guarantor which might result in any material adverse change in Guarantor's financial or business condition; (i) Guarantor will maintain the Collateral in good condition; (j) Guarantor has duly filed and will duly file all tax returns required by law, and will pay when due all taxes, levies, assessments and governmental charges; (k) Guarantor will keep and maintain all of its books and records pertaining to the Collateral at its chief executive office designated below; (l) Dealer and Guarantor will keep all Collateral at Dealer's chief executive office or Guarantor's chief executive office listed below, and such other locations within the United States of America of which Dealer or Guarantor has notified CDF in writing or has listed on any current or future Exhibit "A" attached to any Agreement for Wholesale Financing or security agreement between Dealer and CDF or this Guaranty, which written notice(s) to CDF and Exhibit A(s) are incorporated herein by reference; (m) Guarantor will give CDF thirty (30) days prior written notice of any change in Guarantor's identity, name, form of business organization, ownership, chief executive office, Collateral locations or other business locations; (n) Guarantor will notify CDF of the commencement of material legal proceedings against Dealer or Guarantor; (o) Guarantor will comply with all applicable laws; and (p) Guarantor has provided CDF with a copy of Guarantor's Articles of Incorporation, Articles of Organization, Articles of Formation, Partnership Agreement, or Certificate of Limited Partnership, as applicable, and will provide any subsequent amendments thereto bearing indicia of filing from the appropriate governmental authority, or such other documents verifying Guarantor's true and correct legal name.

Additional Warranties and Representations. Guarantor warrants and represents to CDF DFS that: (a) Guarantor has good title to all Collateral; (b) CDF's DFS' security interest in the Collateral financed by CDF DFS for Dealer or Guarantor is not now and will not become subordinate to the security interest interest, lien, encumbrance or claim of any person, other than the security interest granted to Deutsche Financial Services Corporation; (c) Guarantor will execute all documents CDF DFS requests to perfect and maintain CDF's DFS' security interest in the Collateral, and will cause all third parties in possession of Collateral to provide such acknowledgment or control of CDF's security interest as CDF may require; (d) Guarantor will deliver to CDF DFS immediately upon each request, and CDF DFS may retain, each Certificate of Title or Statement of Origin issued for Collateral financed by CDF DFS for Dealer or Guarantor; (e) Guarantor will at all times be duly organized, existing, in good standing, qualified and licensed to do business in each jurisdiction state, county, or parish, in which the nature of its business or property so requires; (f) Guarantor has the right and is duly authorized to enter into this Guaranty; (g) Guarantor's execution of this Guaranty does not, and will not, not constitute a breach of any law or agreement to which Guarantor is now or hereafter becomes bound; (h) there are and will be no actions or proceedings pending or threatened against Guarantor which might result in any material adverse change in Guarantor's financial or business conditioncondition or which might in any way adversely affect any of Guarantor's assets; (i) Guarantor will maintain the Collateral in good conditioncondition and repair; (j) Guarantor has duly filed and will duly file all tax returns required by law, ; (k) Guarantor has paid and will pay when due all taxes, levies, assessments and governmental chargescharges of any nature; (kl) Guarantor will keep and maintain all of its books and records pertaining to the Collateral at its chief executive office principal place of business designated below; (lm) Dealer and Guarantor will keep promptly supply DFS with such information concerning it as DFS hereafter may reasonably request; (n) all Collateral will be kept at Dealer's chief executive office principal place of business or Guarantor's chief executive office place of business listed below, and such other locations within the United States of America locations, if any, of which Dealer or Guarantor has notified CDF DFS in writing or has as listed on any current or future Exhibit "A" attached to any Agreement for Wholesale Financing or security agreement between Dealer and CDF DFS or this Guaranty, Guaranty which written notice(s) to CDF DFS and Exhibit A(s) are incorporated herein by reference; (mo) Guarantor will give CDF DFS thirty (30) days prior written notice of any change in Guarantor's identity, name, form of business organization, ownership, chief executive officemanagement, principal place of business, Collateral locations or other business locations, and before moving any books and records to any other location; (np) Guarantor will notify CDF observe and perform all matters required by any lease, license, concession or franchise forming part of the Collateral in order to maintain all the rights of DFS thereunder; (q) Guarantor will advise DFS of the commencement of material legal proceedings against Dealer or Guarantor; and (or) Guarantor will comply with all applicable laws; and (p) Guarantor has provided CDF with a copy of Guarantor's Articles of Incorporation, Articles of Organization, Articles of Formation, Partnership Agreement, or Certificate of Limited Partnership, as applicable, laws and will provide any subsequent amendments thereto bearing indicia of filing from conduct its business in a manner which preserves and protects the appropriate governmental authority, or such other documents verifying Guarantor's true Collateral and correct legal namethe earnings and incomes thereof.

Additional Warranties and Representations. Guarantor warrants and represents to CDF thatAgent that the following (i) are true, correct and complete on and as of the Closing Date and (ii) after the Closing Date are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of any Borrowing of any Loan or Issuance of any Letter of Credit, as though made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date), and such representations and warranties shall survive the execution and delivery of this Agreement: (a) Guarantor has good title to all Collateral; (b) CDF's Agent’s security interest in the Collateral financed by CDF for Dealer or Guarantor is not now and will not become subordinate to the security interest or claim of any personother Person; (c) Guarantor will execute all documents CDF requests to perfect and maintain CDF's security interest in the Collateral, and will cause all third parties in possession of Collateral to provide such acknowledgment or control of CDF's security interest as CDF may require; (d) Guarantor will deliver to CDF immediately upon each request, and CDF may retain, each Certificate of Title or Statement of Origin issued for Collateral financed by CDF for Dealer or Guarantor; (e) Guarantor will at all times be is duly organized, existing, in good standing, qualified and licensed to do business in each jurisdiction in which the nature of its business or property so requires, except where the failure to do so could not reasonably be expected to have a material adverse effect on the business, operations, property or condition (financial or otherwise) of the Guarantor and its Subsidiaries taken as a whole or the validity or enforceability of this Guaranty or the rights or remedies of the Agent hereunder; (fd) Guarantor has the right and is duly authorized to enter into this Guaranty; (ge) Guarantor's ’s execution of this Guaranty does not, and will not, not constitute a breach of any law or agreement to which Guarantor is now or hereafter becomes boundbound and which could reasonably be expected to have a material adverse effect on the business, operations, property or condition (financial or otherwise) of the Guarantor and its Subsidiaries taken as a whole or the validity or enforceability of this Guaranty or the rights or remedies of the Agent hereunder; (hf) there are and will be no actions or proceedings pending or to the knowledge of any Responsible Officer of the Guarantor, threatened against Guarantor which might result in any could reasonably be expected to have a material adverse change in Guarantor's effect on the business, operations, property or condition (financial or business conditionotherwise) of the Guarantor and its Subsidiaries taken as a whole, or the validity or enforceability of this Guaranty or the rights or remedies of the Agent hereunder; (i) Guarantor will maintain the Collateral in good condition; (jg) Guarantor has duly filed and will duly file all tax returns required by law, and will pay when due all taxes, levies, assessments and governmental charges, in each case, except for those taxes, levies, assessments and governmental charges which are now or hereafter being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the Guarantor in accordance with GAAP; and (kh) Guarantor will keep and maintain all of its books and records pertaining provide to the Collateral at its chief executive office designated below; (l) Dealer and Guarantor will keep all Collateral at Dealer's chief executive office or Guarantor's chief executive office listed below, and such other locations within the United States of America of which Dealer or Guarantor has notified CDF in writing or has listed on any current or future Exhibit "A" attached to any Agreement for Wholesale Financing or security agreement between Dealer and CDF or this Guaranty, which written notice(s) to CDF and Exhibit A(s) are incorporated herein by reference; (m) Guarantor will give CDF thirty (30) days prior written notice of any change in Guarantor's identity, name, form of business organization, ownership, chief executive office, Collateral locations or other business locations; (n) Guarantor will notify CDF of the commencement of material legal proceedings against Dealer or Guarantor; (o) Guarantor will comply with all applicable laws; and (p) Guarantor has provided CDF with Agent a copy of Guarantor's Articles of Incorporation, Articles of Organization, Articles of Formation, Partnership Agreement, or Certificate of Limited Partnership, as applicable, and will provide any subsequent amendments thereto bearing indicia to the Certificate of Incorporation of the Guarantor promptly following filing from therewith with the appropriate governmental authority, or such other documents verifying Guarantor's true and correct legal nameGovernmental Authority.