Common use of Debtor’s Representations, Warranties and Agreements Clause in Contracts

Debtor’s Representations, Warranties and Agreements. Debtor represents and warrants to Secured Party that: Debtor lawfully possesses and owns each item of Collateral financed or refinanced by Secured Party for Debtor; except for the security interest granted hereby, the Collateral is free from, and will remain free from, all liens, claims, security interests or other encumbrances; no financing statement covering the Collateral or its proceeds is on file in favor of any party other than Secured Party; all information supplied and statements made by Debtor in any financial or accounting statement or application for credit delivered to Secured Party at any time is, or shall be, true, correct, complete and genuine when delivered and there has been no material adverse change in the Debtor’s credit worthiness, financial position or in the information provided by Debtor to Secured Party in the credit application or otherwise from the date of submission of such information through the date of Debtor’s signing of this Agreement. Debtor agrees: to defend, at Debtor’s own expense, any action, proceeding or claim affecting the Collateral; to pay attorneys’ fees and all other expenses incurred by Secured Party in enforcing its rights after Debtor’s default hereunder; to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral, this Agreement, any Finance Plan or payments to be made in connection therewith (such obligation shall survive the termination of this Agreement); that if a certificate of title is required by law with respect to any item of Collateral, Debtor shall obtain such certificate and shall note the security interest of Secured Party thereon and, in any event, shall do everything necessary or expedient to preserve or perfect the security interest of Secured Party therein; that Debtor will not misuse, fail to keep in good repair, secrete or, except as herein expressly permitted, rent, lend, encumber or otherwise transfer any of the Collateral, or use the Collateral for any purpose other than for display or demonstration on Debtor’s premises without the prior written consent of Secured Party; and that Secured Party may enter upon Debtor’s premises at any reasonable time to inspect the Collateral and Debtor’s books and records pertaining to the Collateral with the full cooperation and assistance of Debtor.

Debtor’s Representations, Warranties and Agreements. The Debtor represents -------------------------------------------------------- represents, warrants and warrants agrees that: 1. Except with respect to the lien granted herein, the Debtor owns the same right in the Collateral that it received from the Secured Party that: and no other person has or claims any interest in any Collateral by, under, from or through the Debtor. The Debtor lawfully possesses has and owns each item will have at all times full right, power and authority to grant a security interest in the Collateral to the Secured Party as provided herein, free and clear of any lien, adverse claim, or encumbrance made by, under, from or through Debtor.The Debtor will defend any proceeding which may materially affect title to or the Secured Party's security interest in any Collateral financed to the extent that the claim arises by, through, under or refinanced by from the Debtor, and will indemnify the Secured Party for Debtor; except for all reasonable costs and expenses of the security interest granted herebySecured Party's defense against such claims. 2. The Debtor will pay when due all future charges, liens or encumbrances on the Collateral is free fromarising by, through, under or from the Debtor and will remain free from, all liens, claims, security interests taxes and assessments hereafter levied or other encumbrances; no financing statement covering imposed on or adversely affecting the Collateral or its proceeds is on file provided that the foregoing need not be paid while being diligently contested in favor of any party other than Secured Party; all information supplied good faith and statements made by Debtor in any financial or accounting statement or application for credit appropriate proceedings so long as adequate reserves have been established with respect thereto. 3. All certificates evidencing the Collateral shall be delivered to the Secured Party at any time is, on or shall be, true, correct, complete prior to the execution and genuine when delivered and there has been no material adverse change in the Debtor’s credit worthiness, financial position or in the information provided by Debtor to Secured Party in the credit application or otherwise from the date of submission of such information through the date of Debtor’s signing delivery of this Agreement. Debtor agrees: to defend, at Debtor’s own expense, any action, proceeding or claim affecting the Collateral; to pay attorneys’ fees and all other expenses incurred such certificates shall be held by the Secured Party pursuant hereto and shall be delivered in enforcing its rights suitable form for transfer by delivery with any necessary endorsement or shall be accompanied by fully executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. 4. The Secured Party is irrevocably appointed as the attorney-in-fact of the Debtor (which appointment is coupled with an interest) upon the occurrence and during the continuation of a Default (as defined in paragraph 1 of section (C) and after Debtor’s default hereunder; to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral, this Agreement, any Finance Plan or payments to be made in connection therewith (such obligation shall survive the termination of this Agreement); that if a certificate of title is required by law with respect giving effect to any item relevant grace periods) to do any act which the Debtor is obligated hereby to do, to exercise such rights as the Debtor might exercise, and to execute and file in the name of Collateral, the Debtor shall obtain such certificate any financing statements and shall note amendments thereto required to perfect the Secured Party's security interest of Secured Party thereon andhereunder, in any event, shall do everything necessary or expedient all to protect and preserve or perfect the security interest of Secured Party therein; that Debtor will not misuse, fail to keep in good repair, secrete or, except as herein expressly permitted, rent, lend, encumber or otherwise transfer any of the Collateral, or use the Collateral for any purpose other than for display or demonstration on Debtor’s premises without and the prior written consent of Secured Party; 's rights hereunder. Upon the occurrence and that during the continuation of a Default, the Secured Party may enter upon at its option, and as its sole recourse against Debtor’s premises at any reasonable time to inspect , retain the Collateral in full satisfaction of the Debt or any unpaid portion thereof. 5. The Debtor waives (a) presentment, protest and Debtor’s books notice of protest; and records pertaining (b) any right to the benefit of or to direct the application of any Collateral with upon the full cooperation occurrence and assistance during the continuation of Debtor.a Default until the Debt shall have been paid

Debtor’s Representations, Warranties and Agreements. Debtor represents and warrants to Secured Party that: Debtor lawfully possesses and owns each item of Collateral financed or refinanced by Secured Party for Debtor; except for the security interest granted hereby, the Collateral is free from, and will remain free from, all liens, claims, security interests or other encumbrances; no financing statement covering the Collateral or its proceeds is on file in favor of any party other than Secured Party; all information supplied and statements made by Debtor in any financial or accounting statement or application for credit delivered to Secured Party at any time is, or shall be, true, correct, complete and genuine in all material respects when delivered and there has been no material adverse change in the Debtor’s credit worthiness, financial position or in the information provided by Debtor to Secured Party in the credit application or otherwise from the date of submission of such information through the date of Debtor’s signing of this Agreement. Debtor agrees: to defend, at Debtor’s own expense, any action, proceeding or claim affecting the Collateral; to pay attorneys’ fees and all other expenses incurred by Secured Party in enforcing its rights after Debtor’s default hereunder; to pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral, this Agreement, any Finance Plan or payments to be made in connection therewith (such obligation shall survive the termination of this Agreement); that if a certificate of title is required by law with respect to any item of Collateral, Debtor shall obtain such certificate and shall note the security interest of Secured Party thereon and, in any event, shall do everything necessary or expedient to preserve or perfect the security interest of Secured Party therein; that Debtor will not misuse, fail to keep in good repair, secrete or, except as herein expressly permitted, rent, lend, encumber or otherwise transfer any of the Collateral, or except as set forth in Paragraph 7, use the Collateral for any purpose other than for display or demonstration on Debtor’s premises without the prior written consent of Secured Party; and that Secured Party may enter upon Debtor’s premises at any reasonable time to inspect the Collateral and Debtor’s books and records pertaining to the Collateral with the full cooperation and assistance of Debtor.