Common use of Presentment Warranties Clause in Contracts

Presentment Warranties. Each Retailer represents and warrants to Bank with respect to each Account and Cross-Shopping Account and the related Charge Slips and Charge Transaction Data (and the following shall be deemed restated, renewed and reaffirmed each time Bank receives Charge Transaction Data from any Retailer relative to an Account): (a) That the Charge Slip represents a bona fide sale by a Retailer of the Goods and/or Services described in such Charge Slip, that the Charge Slip has not been included in any Charge Transaction Data previously transmitted to Bank, and that Retailer has delivered all the Goods and fully performed all the Services listed on such Charge Slip (except to the extent that any of following will be subsequently delivered or performed: (i) Goods purchased through an Absentee Transaction, (ii) Goods retained by Retailer for alteration services; and (iii) alteration services); (b) That a Retailer has shipped all the Goods listed on such Charge Slip which were purchased through an Absentee Transaction; (c) Except in the case of an Absentee Transaction, that the Charge Slip is signed and that the signature on the Charge Slip is similar to the signature on the Credit Card or the signature on another item of valid identification examined by a Retailer; (d) Except in the case of an Absentee Transaction, that the Charge Slip has not been materially altered after being signed by the Cardholder and, other than with respect to the Cardholder’s signature, is not illegible, inaccurate or incomplete; (e) That the transaction did not involve a cash advance or Goods or Services not listed on the Charge Slip and only Goods and Services sold by a Retailer are the subject of the transaction; (f) That the transaction was conducted by a Retailer in accordance with the Operating Procedures; (g) That none of the Goods and/or Services listed on such Charge Slip is an extended warranty; (h) To the extent permitted by Applicable Law and Network Rules, that the Account number of the Cardholder, or Cross-Shopping Account of a Cross-Shopping Cardholder, as the case may be, has been accurately printed on the corresponding Charge Slip; (i) That no Retailer has nor will, either directly or indirectly, take or grant or purport to take or grant any right or security interest in such Charge Slip or any related Credit Slip to or from any third party (other than to Bank); (j) That the transactions giving rise to the Charge Transaction Data were conducted by Retailers in accordance with Applicable Law pertaining to the sales of Goods and/or Services by Retailers; (k) That, to the knowledge of any Retailer, there is no fact, nor any claim or defense of a Cardholder or Cross-Shopping Cardholder, that would impair the validity, enforceability, or collectibility of the obligation of the Cardholder evidenced by the Charge Slip; and (l) That the Goods and/or Services were sold by a Retailer in the ordinary course of business to Cardholders, and that to the knowledge of any Retailer, Cardholders purchased such Goods and/or Services for personal, family or household purposes.

Presentment Warranties. Each Retailer U.S. Remodelers represents and ----------------------------------- warrants to Bank Green Tree with respect to each Account and Cross-Shopping Account and the related Charge Slips and Charge Transaction Data (and the following shall be deemed restated, renewed and reaffirmed with respect to each time Bank receives Charge Transaction Data from any Retailer relative Purchase presented to an AccountGreen Tree for approval and settlement): (a) That that the Charge Slip sales slip represents a bona fide sale and was actually executed by a Retailer of the Goods and/or Services described in such Charge Slip, that the Charge Slip has not been included in any Charge Transaction Data previously transmitted to Bank, and that Retailer has delivered all the Goods and fully performed all the Services listed on such Charge Slip (except to the extent that any of following will be subsequently delivered or performed: (i) Goods purchased through an Absentee Transaction, (ii) Goods retained by Retailer for alteration services; and (iii) alteration services)person named therein as Accountholder; (b) That a Retailer has shipped all the Goods listed on such Charge Slip which were purchased through an Absentee Transaction; (c) Except in the case of an Absentee Transaction, that the Charge Slip is signed and that the signature on the Charge Slip is sales slip appears reasonably similar to the signature of the Accountholder on the Credit Card or the signature on another item of other valid identification examined by a RetailerU.S. Remodelers; (c) that the sales slip has not been materially altered; (d) Except in the case of an Absentee Transaction, that the Charge Slip has not been materially altered after being signed by the Cardholder and, other than with respect Accountholder is of local age and competent to the Cardholder’s signature, is not illegible, inaccurate or incompleteopen an Account; (e) That that the transaction did not involve a cash advance or Goods or Services not listed Products are accurately described on the Charge Slip sales slip and only Goods and Services sold by a Retailer are any Products described therein have been delivered into the subject possession of the transactionAccountholder and any Products described therein have been fully performed to the Accountholder's satisfaction; (f) That that the transaction transaction, including prior authorization, was conducted by a Retailer U.S. Remodelers in accordance with the Operating Proceduresoperating procedures set forth in Section 4 above (as same may be revised from time to time); (g) That none that the account number, name of the Goods and/or Services listed Accountholder and authorization number have been printed on such Charge Slip is an extended warrantyeach sales slip; (h) To that U.S. Remodelers has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for the extent permitted by Applicable Law charges listed on such sales slip (other than from Green Tree) and Network Rules, that the Account number of the Cardholder, or Cross-Shopping Account of a Cross-Shopping Cardholder, as the case may be, has been accurately printed on the corresponding Charge Slip; (i) That no Retailer has nor willnot and will not, either directly or indirectly, take or grant or purport to take or grant any right or security interest in such Charge Slip any sales slip or any related Credit Slip to or from any third party credit slip (other than to Bank)Green Tree) which is the subject of the transaction; (i) that the transaction was conducted by U.S. Remodelers in accordance with all applicable laws and regulations that pertain to the sale of Products by U.S. Remodelers; (j) That the transactions giving rise to the Charge Transaction Data were conducted by Retailers in accordance with Applicable Law pertaining to the sales of Goods and/or Services by Retailers; (k) That, to the knowledge of any Retailer, there is no fact, fact nor any claim or of defense of a Cardholder or Cross-Shopping Cardholder, any Accountholder that would impair the validity, enforceability, or collectibility collectability of the obligation of the Cardholder Accountholder evidenced by the Charge Slip; and (l) That sales slip or the Goods and/or Services were sold by a Retailer in the ordinary course of business to Cardholders, and that to the knowledge of any Retailer, Cardholders purchased such Goods and/or Services for personal, family or household purposes.Account;

Presentment Warranties. Each Retailer Company represents and warrants to Bank with respect to each Account and Cross-Shopping Account and the related Charge Slips and Charge Transaction Data (and the following shall be deemed restated, renewed and reaffirmed each time Bank receives Charge Transaction Data from any Retailer Company or Authorized Entity relative to an Account): (a) That the Charge Slip represents a bona fide sale by a Retailer Company or Authorized Entity of the Company Goods and/or Services described in such Charge Slip, that the Charge Slip has not been included in any Charge Transaction Data previously transmitted to Bank, and that Retailer Company or Authorized Entity has delivered all the Goods goods and fully performed all the Services services listed on such Charge Slip (except to the extent that any of following will be subsequently delivered or performed, including : (i) Goods goods purchased through an Absentee Transactiona not in store transaction, and (ii) Goods goods retained by Retailer Company or Authorized Entity for alteration repair and warranty services; and ), or (iii) alteration services)goods or services to be delivered or performed subsequent to time of sale, including services performed pursuant to an extended warranty; (b) That a Retailer Company or Authorized Entity has shipped all the Goods goods listed on such Charge Slip which were purchased through an Absentee Transactiona not in store transaction; (c) Except That (except in the case of an Absentee Transaction, that not-in-store transactions) the Charge Slip is signed and that the signature on the Charge Slip is similar to the signature on the Credit Card or the signature on another item of valid identification examined by a RetailerCompany or Authorized Entity; (d) Except in the case of an Absentee Transaction, that That the Charge Slip is not illegible, inaccurate or incomplete and has not been materially altered after being signed by the Cardholder and, other than with respect to the Cardholder’s signature, is not illegible, inaccurate or incomplete; (e) That the transaction did not involve a cash advance or Goods goods or Services services not listed on the Charge Slip and only Goods goods and Services services sold by a Retailer Company or Authorized Entity are the subject of the transaction; (f) That the transaction was conducted by a Retailer Company in accordance with the Operating Procedures; (g) That none the Account number of the Goods and/or Services listed Cardholder has been accurately printed or electronically captured on such the corresponding Charge Slip is an extended warrantyretained by the Company; (h) To the extent permitted by Applicable Law and Network RulesThat, that the Account number of the Cardholderexcept only as set forth in Exhibit 5.2(h), or Cross-Shopping Account of a Cross-Shopping Cardholder, as the case may be, Company has been accurately printed on the corresponding Charge Slip; (i) That no Retailer has not nor will, either will it directly or indirectly, take or grant or purport to take or grant any right or security interest in such Charge Slip or any related Credit Slip to or from any third party (other than to Bank); (ji) That the transactions giving rise to the Charge Transaction Data were conducted by Retailers Company in accordance with all Applicable Law pertaining that pertains to the sales of Goods goods and/or Services services by Retailers; (k) That, to the knowledge of any Retailer, there is no fact, nor any claim or defense of a Cardholder or Cross-Shopping Cardholder, that would impair the validity, enforceability, or collectibility of the obligation of the Cardholder evidenced by the Charge Slip; and (l) That the Goods and/or Services were sold by a Retailer Company as provided in the ordinary course of business to Cardholders, and that to the knowledge of any Retailer, Cardholders purchased such Goods and/or Services for personal, family or household purposesSection 2.2(i).

Presentment Warranties. Each With respect to each submission of Charge Transaction Data to Bank, Retailer represents and warrants to Bank as follows with respect to each Account and Cross-Shopping Account and the related Charge Slips and such Charge Transaction Data (and the following shall be deemed restated, renewed and reaffirmed each time Bank receives Charge Transaction Data from any Retailer relative to an Account):underlying transaction: (a) That All purchases included in the Charge Slip represents a Transaction Data constitute bona fide sale fide, arms-length sales by a Retailer of the Goods and/or Services goods or services described therein in such Charge Slipthe ordinary course of Retailer’s business (and do not include any purchases conducted in connection with any “going-out-of-business”, that liquidation, augmentation or aggregator sale); except in the Charge Slip has not been included in any Charge Transaction Data previously transmitted to Bankcase of Absentee Purchases, and that Retailer has delivered all the Goods products and fully performed all the Services listed on such services covered by the Charge Slip (except to Transaction Data; in the extent that any case of following will be subsequently delivered or performed: (i) Goods purchased through an Absentee TransactionPurchases, (ii) Goods retained Retailer has shipped all the products and fully performed all the services covered by Retailer for alteration services; and (iii) alteration services)the Charge Transaction Data; (b) That a Retailer has shipped all the Goods listed on such Charge Slip which were purchased through an Absentee Transaction; (c) Except The charges included in the case of an Absentee Transaction, that the Charge Slip is signed and that the signature on the Charge Slip is similar to the signature on the Credit Card or the signature on another item of valid identification examined by a Retailer; (d) Except in the case of an Absentee Transaction, that the Charge Slip has not been materially altered after being signed by the Cardholder and, other than with respect to the Cardholder’s signature, is not illegible, inaccurate or incomplete; (e) That the transaction Transaction Data did not involve a cash advance or Goods goods or Services services not listed on in the applicable invoice or receipt; only goods and services sold by Retailer are included in the Charge Slip and only Goods and Services sold by a Retailer are Transaction Data; the subject charges represent the entire purchase price of the transactiongoods and services identified in the Charge Transaction Data other than a bona fide down payment, deposit, or similar payment paid by cash or check; (f) That the transaction was conducted by a Retailer in accordance with the Operating Procedures; (g) That none of the Goods and/or Services listed on such Charge Slip is an extended warranty; (hc) To the extent permitted best of Retailer’s knowledge, the goods and services covered by Applicable Law and Network Rules, that the Account number of the Cardholder, or Cross-Shopping Account of a Cross-Shopping Cardholder, as the case may be, has been accurately printed on the corresponding Charge Slip; (i) That no Retailer has nor will, either directly or indirectly, take or grant or purport to take or grant any right or security interest in such Charge Slip or any related Credit Slip to or from any third party (other than to Bank); (j) That the transactions giving rise to the Charge Transaction Data were conducted by Retailers in accordance with Applicable Law pertaining to the sales of Goods and/or Services by Retailers; (k) That, to the knowledge of any Retailer, there is no fact, nor any claim or defense of a Cardholder or Cross-Shopping Cardholder, that would impair the validity, enforceability, or collectibility of the obligation of the Cardholder evidenced by the Charge Slip; and (l) That the Goods and/or Services were sold by a Retailer in the ordinary course of business to Cardholders, and that to the knowledge of any Retailer, Cardholders purchased such Goods and/or Services or authorized users for personal, family or household purposes; (d) No other credit provider has financed a portion of any sales transaction included in the Charge Transaction Data other than a bona fide down payment, deposit, or similar payment paid by cash or check; (e) Except for Absentee Purchases (as applicable), Retailer obtained a signed invoice or receipt for each charge included in the Charge Transaction Data; (f) All purchases included in the Charge Transaction Data occurred no earlier than three (3) days prior to the submission of such Charge Transaction Data; and all transactions included in the Charge Transaction Data were conducted in accordance with the Operating Procedures, this Agreement and all applicable laws; (g) Each invoice or receipt included in the Charge Transaction Data (or, in the case of Absentee Purchases, the purchase information in the Charge Transaction Data) is not invalid, illegible, inaccurate or incomplete and has not been materially altered since being signed or submitted by the Cardholder; the Account number and name of the Cardholder has been accurately reflected in an electronic order or shipping receipt and has been included in each transmission of Charge Transaction Data; Retailer has obtained a valid authorization from Bank for each purchase (unless otherwise waived by Bank); and (h) In the case of an Absentee Purchase, Retailer obtained a contact name and phone number with respect to such Absentee Purchase.

Presentment Warranties. Each Retailer represents and warrants to Bank with respect to each Account and Cross-Shopping Account and the related Charge Slips and Charge Transaction Data (and time Dealer submits a Credit Agreement for an Account, it makes the following shall be deemed restated, renewed and reaffirmed each time Bank receives Charge Transaction Data from any Retailer relative to an Account):warranties: (a) That All purchases included in the Charge Slip represents a Credit Agreement constitute bona fide sale fide, arms-length sales by a Retailer Dealer of the Goods and/or Services products or services described therein in such Charge Slip, that the Charge Slip has not been included in any Charge Transaction Data previously transmitted to Bank, and that Retailer ordinary course of Dealer’s business; Dealer has delivered all the Goods products and fully performed all the Services listed on such Charge Slip (except services covered by the Credit Agreement to the extent that any of following will be subsequently delivered or performed: (i) Goods purchased through an Absentee Transaction, (ii) Goods retained by Retailer for alteration services; and (iii) alteration services)Account Holder’s satisfaction; (b) That a Retailer has shipped all the Goods listed on such Charge Slip which were purchased through an Absentee Transaction; (c) Except The amounts included in the case of an Absentee Transaction, that the Charge Slip is signed and that the signature on the Charge Slip is similar to the signature on the Credit Card or the signature on another item of valid identification examined by a Retailer; (d) Except in the case of an Absentee Transaction, that the Charge Slip has not been materially altered after being signed by the Cardholder and, other than with respect to the Cardholder’s signature, is not illegible, inaccurate or incomplete; (e) That the transaction Agreement did not involve a cash advance or Goods products or Services services not listed on in the Charge Slip and applicable sales invoice; only Goods and Services Authorized Products sold directly by a Retailer Dealer are included in the subject Credit Agreement; the amounts represent the entire purchase price of the transactionproducts and services identified in the Credit Agreement other than a bona fide down payment or deposit either financed on a general purpose credit card or paid in cash; (fc) That The products and services covered by the transaction was conducted Credit Agreement were sold by a Retailer Dealer to Account Holders for purposes as outlined in accordance with the Operating Procedures; and were sold in compliance with all applicable laws, rules and regulations, including federal and state regulations governing In-Home Sales; (gd) That none of The Credit Agreement for each Account describes a valid loan repayment obligation entered into by a bona fide and competent buyer and is legally enforceable by Bank against the Goods and/or Services listed on such Charge Slip is an extended warranty; buyer (hand any guarantor) To the extent permitted by Applicable Law and Network Rules, that the Account number of the Cardholder, or Cross-Shopping Account of a Cross-Shopping Cardholder, as the case may be, has been accurately printed on the corresponding Charge Slip; (i) That no Retailer has nor will, either directly or indirectly, take or grant or purport to take or grant any right or security interest in such Charge Slip or any related Credit Slip to or from any third party (other than to Bank); (j) That the transactions giving rise to the Charge Transaction Data were conducted by Retailers in accordance with Applicable Law pertaining to the sales of Goods and/or Services by Retailers; (k) That, to the knowledge of any Retailer, there is no fact, nor any claim or defense of a Cardholder or Cross-Shopping Cardholder, the Account Holder that would impair the validity, enforceability, or collectibility collectability of the obligation of the Cardholder Account Holder’s obligations evidenced by the Charge SlipCredit Agreement or otherwise arising from any purchase covered by the Credit Agreement; (e) The Credit Agreement, and any other writings which bear a signature purporting to be that of an Account Holder, shall in fact be genuine, not forged or unauthorized; the Credit Agreement transmitted to Bank for each Account shall be as provided by an Account Holder to Dealer and the Credit Agreement for each Account shall be fully completed before execution by Account Holder; Dealer has no reason to suspect fraud in connection with the transaction; (f) Each Authorized Product covered by each Account shall, at the time the Credit Agreement related to that Account is submitted to Bank and at the time of any extension of credit under the Credit Agreement with respect to that Authorized Product, be owned by Dealer free and clear of all liens and encumbrances whatsoever; (g) The Credit Agreement does not include the sale of any extended warranty (other than extended warranties allowed under Section 5.2(e)), insurance products of any kind, service contract, gift certificate, stored value card (or the reloading of a stored value card) or restocking fee unless such product is allowed per the Operating Procedures; (h) Prior to the delivery of the Authorized Products, the Account Holder shall have paid thereon the down payment (if a down payment is required) set forth in the Account in cash, unless otherwise specified therein; no other credit provider has financed a portion of any sales transaction included in the Credit Agreement other than a bona fide down payment or deposit financed on a general purpose credit card; (i) That each Account has been authorized and created and each Credit Agreement has been submitted in accordance with this Agreement and the Operating Procedures; (j) There are no other agreements between Dealer and any Account Holder with respect to any Account and/or the underlying Authorized Product(s), except any bona fide and reasonable extended warranties permitted under Section 5.2(e) hereof; (k) The credit extended by Bank in connection with each sale of Authorized Products under an Account shall not be in excess of the amount of credit approved by Bank for such Account Holder; (l) The Credit Agreement does not include (i) any line of products or services not offered for sale to Account Holders by Dealer as of the Program Commencement Date unless Bank has given its written consent to Dealer authorizing the financing of the Purchases of such products or under the Program; and (ii) any line of products or services identified as not available for financing under the Program in the Operating Procedures; (m) That the Credit Agreement transmitted to Bank for each Account shall be as provided by an Account Holder to Dealer and the Credit Agreement for each Account shall be fully completed before execution by Account Holder; (n) The transaction giving rise to the Products covered by each Account has or will be satisfactorily delivered, installed or accepted by the Account Holder; and (lo) That the Goods and/or Services were sold each sale with respect to which Bank extends credit under an Account shall have been generated from a direct sale by Dealer and not from a Retailer in the ordinary course of business to Cardholders, and that to the knowledge of any Retailer, Cardholders purchased such Goods and/or Services for personal, family or household purposes.third party;

Presentment Warranties. Each Retailer Syms represents and warrants to Bank Conseco Finance with respect to each Account and Cross-Shopping Account and the related Charge Slips and Charge Transaction Data (and the following shall be deemed restated, renewed and reaffirmed with respect to each time Bank receives Charge Transaction Data from any Retailer relative Purchase presented to an AccountConseco Finance for approval and settlement): (a) That that the Charge Slip sales slip represents a bona fide sale and was actually executed by a Retailer of the Goods and/or Services described in such Charge Slip, that the Charge Slip has not been included in any Charge Transaction Data previously transmitted to Bank, and that Retailer has delivered all the Goods and fully performed all the Services listed on such Charge Slip (except to the extent that any of following will be subsequently delivered or performed: (i) Goods purchased through an Absentee Transaction, (ii) Goods retained by Retailer for alteration services; and (iii) alteration services)person named therein as Accountholder; (b) That a Retailer has shipped all the Goods listed on such Charge Slip which were purchased through an Absentee Transaction; (c) Except in the case of an Absentee Transaction, that the Charge Slip is signed and that the signature on the Charge Slip is sales slip appears reasonably similar to the signature of the Accountholder on the Credit Card or the signature on another item of other valid identification examined by a RetailerSyms; (c) that the sales slip has not been materially altered; (d) Except in the case of an Absentee Transaction, that the Charge Slip has not been materially altered after being signed by Accountholder is of legal age per the Cardholder and, other than with respect identification and appeared competent to the Cardholder’s signature, is not illegible, inaccurate or incompleteopen an Account; (e) That that the transaction did not involve a cash advance or Goods or Services not listed Products are accurately described on the Charge Slip sales slip and only Goods and Services sold by a Retailer are any Products described therein have been delivered into the subject possession of the transactionAccountholder; and do not violate any warranty, expressed or implied; (f) That that the transaction transaction, including prior authorization, was conducted by a Retailer Syms in accordance with the Operating Proceduresoperating procedures set forth in Section 4 above (as same may be revised from time to time); (g) That none that the account number, name of the Goods and/or Services listed Accountholder and authorization number have been printed on such Charge Slip is an extended warrantyeach sales slip; (h) To that Syms has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for the extent permitted by Applicable Law charges listed on such sales slip (other than from Conseco Finance) and Network Rules, that the Account number of the Cardholder, or Cross-Shopping Account of a Cross-Shopping Cardholder, as the case may be, has been accurately printed on the corresponding Charge Slip; (i) That no Retailer has nor willnot and will not, either directly or indirectly, take or grant or purport to take or grant any right or security interest in such Charge Slip any sales slip or any related Credit Slip to or from any third party credit slip (other than to Bank)Conseco Finance) which is the subject of the transaction; (i) that the transaction was conducted by Syms in accordance with all applicable laws and regulations that pertain to the sale of Products by Syms; (j) That the transactions giving rise to the Charge Transaction Data were conducted by Retailers in accordance with Applicable Law pertaining to the sales of Goods and/or Services by Retailers; (k) That, to the knowledge of any Retailer, there is no fact, fact nor any claim or defense of a Cardholder or Cross-Shopping Cardholder, any Accountholder that would impair the validity, enforceability, or collectibility collectability of the obligation of the Cardholder Accountholder evidenced by the Charge Slip; andsales slip; (k) that Syms has full and complete title to the Products subject only to the rights of the Accountholder which exist by virtue of the Account; (l) That that there have been no representations or warranties made to the Goods and/or Services were sold by a Retailer Accountholder which are not contained in the ordinary course sales slip other than Syms's standard warranties; and in the event Syms breaches a standard warranty, Syms will cure the breach within twenty (20) calendar days of business to Cardholdersnotice of the breach; (m) Syms owns the sales slip free from any claims, and that to the knowledge of any Retailerliens, Cardholders purchased such Goods and/or Services for personal, family security interest or household purposesother encumbrances.

Presentment Warranties. Each Retailer represents and warrants to Bank with respect to each Account and Cross-Shopping Account and time Merchant submits Charge Transaction Data, it makes the related Charge Slips and following warranties: a. All purchases included in the Charge Transaction Data (and the following shall be deemed restatedconstitute bona fide, renewed and reaffirmed each time Bank receives Charge Transaction Data from any Retailer relative to an Account): (a) That the Charge Slip represents a bona fide sale arms-length sales by a Retailer Merchant of the Goods and/or Services products or services described therein in such Charge Slip, that the Charge Slip has not been included ordinary course of Merchant’s business and in any Charge Transaction Data previously transmitted to Bank, and that Retailer compliance with this Agreement; Merchant has delivered all the Goods products and fully performed all the Services listed on such services covered by the Charge Slip (except Transaction Data to the extent that any of following will be subsequently delivered Accountholder’s satisfaction (or performed: (i) Goods purchased through an Absentee Transaction, (ii) Goods retained by Retailer for alteration services; and (iii) alteration services); (b) That a Retailer has shipped all the Goods listed on such Charge Slip which were purchased through an Absentee Transaction; (c) Except in the case of an Absentee Transactionstaged funding or approved pre-funding, that the stage of the project or purchase predicating the applicable funding has been properly disclosed to, and agreed to by, the Accountholder); b. The amounts included in the Charge Slip is signed and that the signature on the Charge Slip is similar to the signature on the Credit Card or the signature on another item of valid identification examined by a Retailer; (d) Except in the case of an Absentee Transaction, that the Charge Slip has not been materially altered after being signed by the Cardholder and, other than with respect to the Cardholder’s signature, is not illegible, inaccurate or incomplete; (e) That the transaction Transaction Data did not involve a cash advance or Goods products or Services services not listed on in the applicable sales invoice; only products sold directly by Merchant are included in the Charge Slip Transaction Data; the amounts represent the entire purchase price of the products and only Goods services identified in the Charge Transaction Data other than a bona fide down payment or deposit either financed on a general purpose credit card or paid in cash; in the case of staged funding or approved pre-funding, Merchant attests that c. The products and Services services covered by the Charge Transaction Data were sold by a Retailer Merchant to Accountholders; and were sold in compliance with all Applicable Laws, including federal and state regulations governing in-home sales; d. Merchant (and Merchant’s third party providers) has all applicable licenses and registrations to perform and sell the products and services being financed and such products and services are sold in conformance with Applicable Law; no such licenses and registrations are limited in any way by any government authority; Merchant complied with all Applicable Law with respect to the subject sale of such products and services, including any state or local law limitations on payments prior to completion of the transactionproducts and service; and such products and services are customarily delivered by businesses or professionals by merchants in Merchant’s applicable specialty; (f) That the transaction was conducted e. Each Account has been authorized, created and submitted by a Retailer Merchant in accordance with this Agreement and the Operating Procedures; (g) That none of f. There are no other agreements between Merchant and any Accountholder with respect to any Account and/or the Goods and/or Services listed on such underlying purchased product(s), except any bona fide and reasonable extended warranties permitted under this Agreement; and g. The Charge Slip is an extended warranty; (h) To the extent permitted by Applicable Law and Network Rules, that the Account number of the Cardholder, or Cross-Shopping Account of a Cross-Shopping Cardholder, as the case may be, has been accurately printed on the corresponding Charge Slip; Transaction Data does not include (i) That no Retailer has nor will, either directly any line of products or indirectly, take or grant or purport services not offered for sale to take or grant any right or security interest in such Charge Slip or any related Credit Slip to or from any third party (other than to Bank); (j) That the transactions giving rise to the Charge Transaction Data were conducted Accountholders by Retailers in accordance with Applicable Law pertaining to the sales of Goods and/or Services by Retailers; (k) That, to the knowledge of any Retailer, there is no fact, nor any claim or defense of a Cardholder or Cross-Shopping Cardholder, that would impair the validity, enforceability, or collectibility Merchant as of the obligation Program Commencement Date unless Bank has given its written consent to Merchant authorizing the financing of the Cardholder evidenced by purchases of such products or under the Charge SlipProgram; and and (lii) That any line of products or services identified as not available for financing under the Goods and/or Services were sold by a Retailer Program in the ordinary course of business Operating Procedures. h. That each sale with respect to Cardholders, which Bank extends credit under an Account must have been generated from a direct sale by Merchant and that to the knowledge of any Retailer, Cardholders purchased such Goods and/or Services for personal, family or household purposesnot from a third party.

Presentment Warranties. Each Retailer Select Comfort represents and warrants to Bank Green Tree with respect to each Account and Cross-Shopping Account and the related Charge Slips and Charge Transaction Data Purchase (and the following shall be deemed restated, renewed and reaffirmed with respect to each time Bank receives Charge Transaction Data from any Retailer relative Purchase presented to an AccountGreen Tree for approval and settlement): (a) That that the Charge Sales Slip represents a bona fide sale and was actually executed by a Retailer of the Goods and/or Services described in such Charge Slip, that the Charge Slip has not been included in any Charge Transaction Data previously transmitted to Bank, and that Retailer has delivered all the Goods and fully performed all the Services listed on such Charge Slip (except to the extent that any of following will be subsequently delivered or performed: (i) Goods purchased through an Absentee Transaction, (ii) Goods retained by Retailer for alteration services; and (iii) alteration services)person named therein as Accountholder; (b) That a Retailer has shipped all the Goods listed on such Charge Slip which were purchased through an Absentee Transaction; (c) Except in the case of an Absentee Transaction, that the Charge Slip is signed and that the signature on the Charge Sales Slip is for sales on the Retail Program appears reasonably similar to the signature of the Accountholder on the Credit Card or the signature on another item of other valid identification examined by a RetailerSelect Comfort; (c) that the Sales Slip for sales on the Retail Program has not been materially altered; (d) Except in the case of an Absentee Transaction, that the Charge Slip has not been materially altered after being signed by the Cardholder and, other than with respect Accountholder is of legal age and competent to the Cardholder’s signature, is not illegible, inaccurate or incompleteopen an Account; (e) That that the transaction did not involve a cash advance or Goods or Services not listed Products are accurately described on the Charge Sales Slip and only Goods and Services sold by a Retailer are any Products described therein have been delivered into the subject possession of the transactionAccountholder and any Products described therein have been fully performed to the Accountholder's satisfaction; (f) That that the transaction transaction, including prior authorization, was conducted by a Retailer Select Comfort in accordance with the Operating Proceduresoperating procedures set forth in Section 4 above (as same may be revised from time to time in accordance with Section 4 or Section 10.04); (g) That none that the account number, name of the Goods and/or Services listed Accountholder and authorization number have been printed on such Charge Slip is an extended warrantyeach Sales Slip; (h) To that Select Comfort has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for the extent permitted by Applicable Law charges listed on such Sales Slip (other than from Green Tree) and Network Rules, that the Account number of the Cardholder, or Cross-Shopping Account of a Cross-Shopping Cardholder, as the case may be, has been accurately printed on the corresponding Charge Slip; (i) That no Retailer has nor willnot and will not, either directly or indirectly, take or grant or purport to take or grant any right or security interest in such Charge any Sales Slip or any related Credit Slip to or from any third party credit slip (other than to Bank)Green Tree) which is the subject of the transaction; (i) that the transaction was conducted by Select Comfort in accordance with all applicable laws and regulations that pertain to the sale of Products by Select Comfort; (j) That the transactions giving rise to the Charge Transaction Data were conducted by Retailers in accordance with Applicable Law pertaining to the sales of Goods and/or Services by Retailers; (k) That, to the knowledge of any Retailer, there is no fact, fact nor any claim or defense of a Cardholder or Cross-Shopping Cardholder, any Accountholder that would impair the validity, enforceability, or collectibility collectability of the obligation of the Cardholder Accountholder evidenced by the Charge Slip; andSales Slip except to the extent that such claim or defense was the result of any act or omission of Green Tree as outlined in Section 9.01; (k) that Select Comfort has full and complete title to the Products subject only to the rights of the Accountholder which exist by virtue of the Account; (l) That that there have been no representations or warranties made to the Goods and/or Services were sold by a Retailer Accountholder which are not contained in the ordinary course Sales Slip other than Select Comfort's standard warranties and return policies; and in the event Select Comfort breaches a standard warranty, Select Comfort will cure the breach within twenty (20) calendar days of notice of the breach; (m) Select Comfort shall, within five (5) business days of its receipt, provide Green Tree with a copy of any written complaint from any customer relating to Cardholdersany Sales Slip; (n) Except as provided below, or unless Green Tree is obligated to Select Comfort under section 9.01, Select Comfort shall indemnify Green Tree and hold it harmless from and against all losses, cost, damage, and that to the knowledge expense, including reasonable attorney's fees, at any time incurred by Green Tree because of any Retailerviolation of state or Federal law or regulation or other illegal or actionable conduct; (i) resulting from acts or omissions by Select Comfort, Cardholders purchased its employees or its agents in connection with the sale of any Products, or (ii) resulting from the documents used in connection with the transaction, including but not limited to documents given to Accountholder pertaining to warranties, service agreements, credit disclosures, insurance, and sales, application and contracts forms, or (iii) resulting from any liability Green Tree incurs by reason of the Notice included on the Credit Agreement which is required by FTC Trade Regulation Rule regarding Buyer's Claims and Defenses. However, Select Comfort liability for sufficiency of document contents does not apply to any document provided by Green Tree, but shall apply to any other failures or omissions by Select Comfort or its agents related to any such Goods and/or Services for personaldocument furnished by Green Tree, family including, but not limited to Select Comfort's failure in completing any such document, or household purposesproperly delivering copies to Accountholders as instructed by Green Tree; (o) Select Comfort owns the Sales Slip free from any claims, liens, security interest or other encumbrances.

Presentment Warranties. Each With respect to each submission of Charge Transaction Data to Bank, Retailer represents and warrants to Bank as follows with respect to each Account and Cross-Shopping Account and the related Charge Slips and such Charge Transaction Data (and the following shall be deemed restated, renewed and reaffirmed each time Bank receives Charge Transaction Data from any Retailer relative to an Account):underlying transaction: (a) That All purchases included in the Charge Slip represents a Transaction Data constitute bona fide sale fide, arms-length sales by a Retailer of the Goods and/or Services goods or services described therein in such Charge Slipthe ordinary course of Retailer’s business; except in the case of Absentee Purchases, that the Charge Slip has not been included in any Charge Transaction Data previously transmitted to Bank, and that Drop-Ship Purchases or Special Order Deposits,Retailer has delivered all the Goods products and fully performed all the Services listed on such services covered by the Charge Slip (except to Transaction Data; in the extent that any case of following will be subsequently delivered Absentee Purchases not involving a Special Order Deposit or performed: (i) Goods purchased through an Absentee Transaction, (ii) Goods retained Drop-Ship Purchase,Retailer has shipped all of the products and fully performed all the services covered by Retailer for alteration services; and (iii) alteration services)the Charge Transaction Data; (b) That a Retailer has shipped all the Goods listed on such Charge Slip which were purchased through an Absentee Transaction; (c) Except The charges included in the case of an Absentee Transaction, that the Charge Slip is signed and that the signature on the Charge Slip is similar to the signature on the Credit Card or the signature on another item of valid identification examined by a Retailer; (d) Except in the case of an Absentee Transaction, that the Charge Slip has not been materially altered after being signed by the Cardholder and, other than with respect to the Cardholder’s signature, is not illegible, inaccurate or incomplete; (e) That the transaction Transaction Data did not involve a cash advance or Goods goods or Services services not listed on in the applicable invoice or receipt; only goods and services sold by Retailer are included in the Charge Slip and only Goods and Services sold by a Retailer are Transaction Data; the subject charges represent the entire purchase price of the transactiongoods and services identified in the Charge Transaction Data other than a Special Order Deposit or bona fide down payment, deposit, or similar payment paid by cash or check, or financed by any means other than the Account; (f) That the transaction was conducted by a Retailer in accordance with the Operating Procedures; (g) That none of the Goods and/or Services listed on such Charge Slip is an extended warranty; (hc) To the extent permitted best of Retailer’s knowledge, the goods and services covered by Applicable Law and Network Rules, that the Account number of the Cardholder, or Cross-Shopping Account of a Cross-Shopping Cardholder, as the case may be, has been accurately printed on the corresponding Charge Slip; (i) That no Retailer has nor will, either directly or indirectly, take or grant or purport to take or grant any right or security interest in such Charge Slip or any related Credit Slip to or from any third party (other than to Bank); (j) That the transactions giving rise to the Charge Transaction Data were conducted by Retailers in accordance with Applicable Law pertaining to the sales of Goods and/or Services by Retailers; (k) That, to the knowledge of any Retailer, there is no fact, nor any claim or defense of a Cardholder or Cross-Shopping Cardholder, that would impair the validity, enforceability, or collectibility of the obligation of the Cardholder evidenced by the Charge Slip; and (l) That the Goods and/or Services were sold by a Retailer in the ordinary course of business to Cardholders, and that to the knowledge of any Retailer, Cardholders purchased such Goods and/or Services or authorized users for personal, family or household purposes; (d) To the best of Retailer’s knowledge, no other credit provider has financed a portion of any sales transaction included in the Charge Transaction Data other than a bona fide down payment, deposit, or similar payment paid by cash, check or bankcard (e.g. Visa, MasterCard, American Express); (e) Except with respect to an Absentee Purchase or a charge slip containing only a Restocking Fee, Retailer obtained a signed invoice or receipt for each charge included in the Charge Transaction Data; (f) Except to the extent prevented by a Force Majeure Event, all purchases included in the Charge Transaction Data occurred no earlier than three (3) days prior to the submission of such Charge Transaction Data; and all transactions included in the Charge Transaction Data were conducted in accordance with the Operating Procedures, this Agreement and all Applicable Laws; and (g) Each invoice or receipt included in the Charge Transaction Data (or, in the case of Absentee Purchases, the purchase information in the Charge Transaction Data) is not invalid, illegible, inaccurate or incomplete and has not been materially altered since being signed or submitted by the Cardholder; except as otherwise required to comply with Applicable Laws, the Account number and name of the Cardholder has been accurately printed on each charge slip and has been included in each transmission of Charge Transaction Data; Retailer has obtained a valid authorization from Bank for each purchase (unless otherwise waived by Bank).