USA Dealer Power Up Binder - Flipbook - Page 36
exclusively: (A) Sheffield Technology; (B) any and all changes or other modifications made by
Sheffield or any of its affiliates to the Sheffield Technology; (C) any and all new technology created by
Sheffield or any of its affiliates in connection with establishing, developing or administering the Plans:
(D) all Sheffield Data; and (E) promotional materials, documents, or forms of any type in any media
relating to any Plans.
4. Events of Dealer Default. The occurrence of any of the following events constitute an “Event of Dealer
Default” by Dealer under this Agreement: (i) the breach, violation, or failure to perform any covenant or
obligation of Dealer to Lender; (ii) failure to pay any liability or indebtedness of Dealer to Lender or its
affiliates whether under this Agreement, a Contract or any other agreement, note or instrument now or hereafter
existing, as and when due or required (whether upon demand, at maturity, by acceleration or otherwise); (iii)
the filing of a petition under any bankruptcy, insolvency or debtor’s relief law or for any adjustment of
indebtedness, composition or extension by or against Dealer or business failure of Dealer; (iv) any covenant,
representation or warranty made (now or hereafter) by Dealer to Lender is or was untrue or materially
misleading; (v) Lender determines that Dealer has a record or reputation for violating the laws of the United
States or any state; or (vi) Lender determines that the prospect of performance of any of Dealer’s obligations
under this Agreement is impaired.
5. Dealer Liability and Indemnity.
5.1 Indemnity. If any claim or defense of the Purchaser against Dealer or the manufacturer of the Item is
asserted against Lender, if any covenant, obligation, warranty or representation in this Agreement is untrue
or breached, if any credit application or Contract contains a misrepresentation or misstatement of material
fact, if any person makes a claim against Dealer alleging facts which, if true, would be a breach of any
covenant, representation or warranty contained in this Agreement, if Dealer makes any settlement on a
Contract with a Purchaser without Lender’s prior written consent, if Dealer discloses any part of this
Agreement to a Purchaser, or if Dealer fails to perform any obligation it has under a Contract or any
agreement between Dealer and Purchaser, Dealer agrees to indemnify and save Lender harmless from all
loss, costs and expenses arising therefrom (including, without limitation, reasonable attorneys’ fees), and,
if Lender requests, Dealer shall assume the burden of resisting or defending against any claim at Dealer’s
sole cost and expense.
5.2 Dealer Purchase Obligation. If any of the events in sub-Section 5.1 occur or if Dealer fails to
comply with the Program Guidelines (whether or not Purchaser shall then be in default under the Contract
and whether or not Lender has suffered any loss), upon Lender’s demand, Dealer will immediately
purchase the Contract from Lender and pay to Lender the full amount then remaining unpaid, together
with all lawful charges due through the date of repurchase plus any amount previously paid by Purchaser
which Purchaser has recovered or is entitled to recover from Lender. Dealer’s liability shall not be
affected by any extension, renewal or other change in the terms of the Contract or any change in the
manner, place or terms of payment thereof, or the release, settlement or compromise of or with any party
liable for payment thereof or the release, non-perfection, or any defect in any Collateral securing the
Contract. Lender shall not be bound to exhaust its recourse against Purchaser or any other person or any
Collateral before being entitled to payment from Dealer.
5.3 Hold Harmless. If Dealer breaches this Agreement in any respect, Dealer promptly shall reimburse
Lender for all diminution in value, losses and expenses, including reasonable attorneys’ fees and legal
costs, suffered or incurred by Lender as a result of such breach and in enforcing Dealer’s obligations
under this Agreement, as determined by Lender. Dealer promptly shall inform Lender of any breach.
Lender’s remedies in this paragraph are cumulative and not exclusive and shall not affect any other right
or remedy that Lender may have at law or in equity.
6. Security and Right of Set Off. As additional security for Dealer’s obligations under this Agreement,
Dealer Standards 12-04-22
Page 7 of 12
