Common use of Presentment Warranties Clause in Contracts

Presentment Warranties. U.S. Remodelers represents and ----------------------------------- warrants to Green Tree with respect to each Account (the following shall be deemed restated, renewed and reaffirmed with respect to each Purchase presented to Green Tree for approval and settlement): (a) that the sales slip represents a bona fide sale and was actually executed by the person named therein as Accountholder; (b) that the signature on the sales slip appears reasonably similar to the signature of the Accountholder on Credit Card or the signature on other valid identification examined by U.S. Remodelers; (c) that the sales slip has not been materially altered; (d) that the Accountholder is of local age and competent to open an Account; (e) that the Products are accurately described on the sales slip and any Products described therein have been delivered into the possession of the Accountholder and any Products described therein have been fully performed to the Accountholder's satisfaction; (f) that the transaction, including prior authorization, was conducted by U.S. Remodelers in accordance with the operating procedures set forth in Section 4 above (as same may be revised from time to time); (g) that the account number, name of Accountholder and authorization number have been printed on each sales slip; (h) that U.S. Remodelers has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for the charges listed on such sales slip (other than from Green Tree) and has not and will not, either directly or indirectly, take or grant any right or security interest in any sales slip or credit slip (other than to 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) there is no fact nor any claim of defense of any Accountholder that would impair the validity, enforceability, or collectability of the obligation of the Accountholder evidenced by the sales slip or the Account;

Presentment Warranties. U.S. Remodelers Each Retailer represents and ----------------------------------- warrants to Green Tree 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 with respect each time Bank receives Charge Transaction Data from any Retailer relative to each Purchase presented to Green Tree for approval and settlementan Account): (a) that That the sales slip 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 was actually executed 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 the person named therein as AccountholderRetailer 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 sales slip appears reasonably Charge Slip is similar to the signature of on the Accountholder on Credit Card or the signature on other another item of valid identification examined by U.S. Remodelers; (c) that the sales slip has not been materially altereda Retailer; (d) Except in the case of an Absentee Transaction, that the Accountholder Charge Slip has not been materially altered after being signed by the Cardholder and, other than with respect to the Cardholder’s signature, is of local age and competent to open an Accountnot illegible, inaccurate or incomplete; (e) that That the Products are accurately described transaction did not involve a cash advance or Goods or Services not listed on the sales slip Charge Slip and any Products described therein have been delivered into only Goods and Services sold by a Retailer are the possession subject of the Accountholder and any Products described therein have been fully performed to the Accountholder's satisfactiontransaction; (f) that That the transaction, including prior authorization, transaction was conducted by U.S. Remodelers a Retailer in accordance with the operating procedures set forth in Section 4 above (as same may be revised from time to time)Operating Procedures; (g) that That none of the account number, name of Accountholder and authorization number have been printed Goods and/or Services listed on each sales slipsuch Charge Slip is an extended warranty; (h) To the extent permitted by Applicable Law and Network Rules, that U.S. Remodelers the Account number of the Cardholder, or Cross-Shopping Account of a Cross-Shopping Cardholder, as the case may be, has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for been accurately printed on the charges listed on such sales slip corresponding Charge Slip; (other than from Green Treei) and That no Retailer has not and will notnor 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 sales slip related Credit Slip to or credit slip from any third party (other than to 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. RemodelersBank); (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 of or defense of any Accountholder a Cardholder or Cross-Shopping Cardholder, that would impair the validity, enforceability, or collectability collectibility of the obligation of the Accountholder Cardholder evidenced by the sales slip 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 the Account;household purposes.

Presentment Warranties. U.S. Remodelers With respect to each submission of Charge Transaction Data to Bank, Retailer represents and ----------------------------------- warrants to Green Tree as follows with respect to such Charge Transaction Data and each Account (the following shall be deemed restated, renewed and reaffirmed with respect to each Purchase presented to Green Tree for approval and settlement):underlying transaction: (a) that All purchases included in the Charge Transaction Data constitute bona fide, arms-length sales slip represents a bona fide sale by Retailer of the goods or services described therein in the ordinary course of Retailer’s business (and was actually executed do not include any purchases conducted in connection with any “going-out-of-business”, liquidation, augmentation or aggregator sale); except in the case of Absentee Purchases, Retailer has delivered all the products and fully performed all the services covered by the person named therein as AccountholderCharge Transaction Data; in the case of Absentee Purchases, Retailer has shipped all the products and fully performed all the services covered by the Charge Transaction Data; (b) that The charges included in the signature on Charge Transaction Data did not involve a cash advance or goods or services not listed in the sales slip appears reasonably similar to applicable invoice or receipt; only goods and services sold by Retailer are included in the signature Charge Transaction Data; the charges represent the entire purchase price of the Accountholder on Credit Card goods and services identified in the Charge Transaction Data other than a bona fide down payment, deposit, or the signature on other valid identification examined similar payment paid by U.S. Remodelerscash or check; (c) that To the sales slip has not been materially alteredbest of Retailer’s knowledge, the goods and services covered by the Charge Transaction Data were sold by Retailer to Cardholders or authorized users for personal, family or household purposes; (d) that No other credit provider has financed a portion of any sales transaction included in the Accountholder is of local age and competent to open an AccountCharge Transaction Data other than a bona fide down payment, deposit, or similar payment paid by cash or check; (e) that Except for Absentee Purchases (as applicable), Retailer obtained a signed invoice or receipt for each charge included in the Products are accurately described on the sales slip and any Products described therein have been delivered into the possession of the Accountholder and any Products described therein have been fully performed to the Accountholder's satisfactionCharge Transaction Data; (f) that All purchases included in the transaction, including Charge Transaction Data occurred no earlier than three (3) days prior authorization, was to the submission of such Charge Transaction Data; and all transactions included in the Charge Transaction Data were conducted by U.S. Remodelers in accordance with the operating procedures set forth in Section 4 above (as same may be revised from time to time)Operating Procedures, this Agreement and all applicable laws; (g) that Each invoice or receipt included in the account numberCharge 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 Accountholder 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 number have been printed on from Bank for each sales slip;purchase (unless otherwise waived by Bank); and (h) that U.S. Remodelers has not receivedIn the case of an Absentee Purchase, directly or indirectly, Retailer obtained a contact name and will refuse phone number with respect to accept, any reimbursement, payment or trade-in for the charges listed on such sales slip (other than from Green Tree) and has not and will not, either directly or indirectly, take or grant any right or security interest in any sales slip or credit slip (other than to 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) there is no fact nor any claim of defense of any Accountholder that would impair the validity, enforceability, or collectability of the obligation of the Accountholder evidenced by the sales slip or the Account;Absentee Purchase.

Presentment Warranties. U.S. Remodelers represents and ----------------------------------- warrants to Green Tree with respect to each Account (Each time Merchant submits Charge Transaction Data, it makes the following shall be deemed restatedwarranties: a. All purchases included in the Charge Transaction Data constitute bona fide, renewed arms-length sales by Merchant of the products or services described therein in the ordinary course of Merchant’s business and reaffirmed in compliance with respect this Agreement; Merchant has delivered all the products and fully performed all the services covered by the Charge Transaction Data to each Purchase presented the Accountholder’s satisfaction (or in the case of staged funding or approved pre-funding, the stage of the project or purchase predicating the applicable funding has been properly disclosed to, and agreed to Green Tree for approval by, the Accountholder); b. The amounts included in the Charge Transaction Data did not involve a cash advance or products or services not listed in the applicable sales invoice; only products sold directly by Merchant are included in the Charge Transaction Data; the amounts represent the entire purchase price of the products and settlement): (a) that services identified in the sales slip represents Charge Transaction Data other than a bona fide sale 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 was actually executed services covered by the person named therein as AccountholderCharge Transaction Data were sold by Merchant to Accountholders; and were sold in compliance with all Applicable Laws, including federal and state regulations governing in-home sales; d. Merchant (band Merchant’s third party providers) that has all applicable licenses and registrations to perform and sell the signature on the sales slip appears reasonably similar to the signature of the Accountholder on Credit Card or the signature on other valid identification examined by U.S. Remodelers; (c) that the sales slip has not been materially altered; (d) that the Accountholder is of local age products and competent to open an Account; (e) that the Products services being financed and such products and services are accurately described on the sales slip sold in conformance with Applicable Law; no such licenses and any Products described therein have been delivered into the possession of the Accountholder and any Products described therein have been fully performed to the Accountholder's satisfaction; (f) that the transaction, including prior authorization, was conducted by U.S. Remodelers in accordance with the operating procedures set forth in Section 4 above (as same may be revised from time to time); (g) that the account number, name of Accountholder and authorization number have been printed on each sales slip; (h) that U.S. Remodelers has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for the charges listed on such sales slip (other than from Green Tree) and has not and will not, either directly or indirectly, take or grant any right or security interest registrations are limited in any sales slip or credit slip (other than to Green Tree) which is the subject of the transaction; (i) that the transaction was conducted way by U.S. Remodelers in accordance any government authority; Merchant complied with all applicable laws and regulations that pertain Applicable Law with respect to the sale of Products such products and services, including any state or local law limitations on payments prior to completion of the products and service; and such products and services are customarily delivered by U.S. Remodelersbusinesses or professionals by merchants in Merchant’s applicable specialty; (j) there is e. Each Account has been authorized, created and submitted by Merchant in accordance with this Agreement and the Operating Procedures; f. There are no fact nor any claim of defense of other agreements between Merchant and any Accountholder that would impair with respect to any Account and/or the validityunderlying purchased product(s), enforceability, except any bona fide and reasonable extended warranties permitted under this Agreement; and g. The Charge Transaction Data does not include (i) any line of products or collectability services not offered for sale to Accountholders by Merchant as of the obligation Program Commencement Date unless Bank has given its written consent to Merchant authorizing the financing of the Accountholder evidenced 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. h. That each sale with respect to which Bank extends credit under an Account must have been generated from a direct sale by the sales slip or the Account;Merchant and not from a third party.

Presentment Warranties. U.S. Remodelers Select Comfort represents and ----------------------------------- warrants to Green Tree with respect to each Account Purchase (the following shall be deemed restated, renewed and reaffirmed with respect to each Purchase presented to Green Tree for approval and settlement): (a) that the sales slip Sales Slip represents a bona fide sale and was actually executed by the person named therein as Accountholder; (b) that the signature on the Sales Slip for sales slip on the Retail Program appears reasonably similar to the signature of the Accountholder on Credit Card or the signature on other valid identification examined by U.S. RemodelersSelect Comfort; (c) that the Sales Slip for sales slip on the Retail Program has not been materially altered; (d) that the Accountholder is of local legal age and competent to open an Account; (e) that the Products are accurately described on the sales slip Sales Slip and any Products described therein have been delivered into the possession of the Accountholder and any Products described therein have been fully performed to the Accountholder's satisfaction; (f) that the transaction, including prior authorization, was conducted by U.S. Remodelers Select Comfort in accordance with the operating procedures set forth in Section 4 above (as same may be revised from time to timetime in accordance with Section 4 or Section 10.04); (g) that the account number, name of Accountholder and authorization number have been printed on each sales slipSales Slip; (h) that U.S. Remodelers Select Comfort has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for the charges listed on such sales slip Sales Slip (other than from Green Tree) and has not and will not, either directly or indirectly, take or grant any right or security interest in any sales slip Sales Slip or credit slip (other than to Green Tree) which is the subject of the transaction; (i) that the transaction was conducted by U.S. Remodelers Select Comfort in accordance with all applicable laws and regulations that pertain to the sale of Products by U.S. RemodelersSelect Comfort; (j) there is no fact nor any claim of or defense of any Accountholder that would impair the validity, enforceability, or collectability of the obligation of the Accountholder evidenced by the sales slip Sales 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 there have been no representations or warranties made to the Accountholder which are not contained in the 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 any 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 expense, including reasonable attorney's fees, at any time incurred by Green Tree because of any violation of state or Federal law or regulation or other illegal or actionable conduct; (i) resulting from acts or omissions by Select Comfort, 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 document furnished by Green Tree, including, but not limited to Select Comfort's failure in completing any such document, or properly 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. U.S. Remodelers represents and ----------------------------------- warrants to Green Tree with respect to each Account (Each time Dealer submits a Credit Agreement for an Account, it makes the following shall be deemed restated, renewed and reaffirmed with respect to each Purchase presented to Green Tree for approval and settlement):warranties: (a) that All purchases included in the Credit Agreement constitute bona fide, arms-length sales slip represents a bona fide sale by Dealer of the products or services described therein in the ordinary course of Dealer’s business; Dealer has delivered all the products and was actually executed fully performed all the services covered by the person named therein as AccountholderCredit Agreement to the Account Holder’s satisfaction; (b) that The amounts included in the signature on Credit Agreement did not involve a cash advance or products or services not listed in the applicable sales slip appears reasonably similar to invoice; only Authorized Products sold directly by Dealer are included in the signature Credit Agreement; the amounts represent the entire purchase price of the Accountholder products and services identified in the Credit Agreement other than a bona fide down payment or deposit either financed on Credit Card a general purpose credit card or the signature on other valid identification examined by U.S. Remodelerspaid in cash; (c) that The products and services covered by the sales slip has not been materially alteredCredit Agreement were sold by Dealer to Account Holders for purposes as outlined in the Operating Procedures; and were sold in compliance with all applicable laws, rules and regulations, including federal and state regulations governing In-Home Sales; (d) that the Accountholder is of local age The Credit Agreement for each Account describes a valid loan repayment obligation entered into by a bona fide and competent to open an Account; buyer and is legally enforceable by Bank against the buyer (e) that the Products are accurately described on the sales slip and any Products described therein have been delivered into the possession of the Accountholder and any Products described therein have been fully performed to the Accountholder's satisfaction; (f) that the transaction, including prior authorization, was conducted by U.S. Remodelers in accordance with the operating procedures set forth in Section 4 above (as same may be revised from time to time); (g) that the account number, name of Accountholder and authorization number have been printed on each sales slip; (h) that U.S. Remodelers has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for the charges listed on such sales slip (other than from Green Treeguarantor) and has not and will not, either directly or indirectly, take or grant any right or security interest in any sales slip or credit slip (other than to 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) there is no fact fact, nor any claim of or defense of any Accountholder the Account Holder that would impair the validity, enforceability, or collectability of the obligation of the Accountholder Account Holder’s obligations evidenced by the sales slip Credit 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 Accountreloading 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 (o) That 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 third party;

Presentment Warranties. U.S. Remodelers Syms represents and ----------------------------------- warrants to Green Tree Conseco Finance with respect to each Account (the following shall be deemed restated, renewed and reaffirmed with respect to each Purchase presented to Green Tree Conseco Finance for approval and settlement): (a) that the sales slip represents a bona fide sale and was actually executed by the person named therein as Accountholder; (b) that the signature on the sales slip appears reasonably similar to the signature of the Accountholder on Credit Card or the signature on other valid identification examined by U.S. RemodelersSyms; (c) that the sales slip has not been materially altered; (d) that the Accountholder is of local legal age per the identification and appeared competent to open an Account; (e) that the Products are accurately described on the sales slip and any Products described therein have been delivered into the possession of the Accountholder Accountholder; and do not violate any Products described therein have been fully performed to the Accountholder's satisfactionwarranty, expressed or implied; (f) that the transaction, including prior authorization, was conducted by U.S. Remodelers Syms in accordance with the operating procedures set forth in Section 4 above (as same may be revised from time to time); (g) that the account number, name of Accountholder and authorization number have been printed on each sales slip; (h) that U.S. Remodelers Syms has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for the charges listed on such sales slip (other than from Green TreeConseco Finance) and has not and will not, either directly or indirectly, take or grant any right or security interest in any sales slip or credit slip (other than to Green TreeConseco Finance) which is the subject of the transaction; (i) that the transaction was conducted by U.S. Remodelers Syms in accordance with all applicable laws and regulations that pertain to the sale of Products by U.S. RemodelersSyms; (j) there is no fact nor any claim of or defense of any Accountholder that would impair the validity, enforceability, or collectability of the obligation of the Accountholder evidenced by the sales slip or 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 there have been no representations or warranties made to the Accountholder which are not contained in the 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 notice of the breach; (m) Syms owns the sales slip free from any claims, liens, security interest or other encumbrances.

Presentment Warranties. U.S. Remodelers Company represents and ----------------------------------- warrants to Green Tree Bank with respect to each Account and the related Charge Slips and Charge Transaction Data (and the following shall be deemed restated, renewed and reaffirmed with respect each time Bank receives Charge Transaction Data from Company or Authorized Entity relative to each Purchase presented to Green Tree for approval and settlementan Account): (a) that That the sales slip Charge Slip represents a bona fide sale by 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 was actually executed that Company or Authorized Entity 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, including : (i) goods purchased through a not in store transaction, and (ii) goods retained by the person named therein as AccountholderCompany or Authorized Entity for repair and warranty services), or (iii) goods or services to be delivered or performed subsequent to time of sale, including services performed pursuant to an extended warranty; (b) That Company or Authorized Entity has shipped all the goods listed on such Charge Slip which were purchased through a not in store transaction; (c) That (except in the case of not-in-store transactions) the Charge Slip is signed and that the signature on the sales slip appears reasonably Charge Slip is similar to the signature of on the Accountholder on Credit Card or the signature on other another item of valid identification examined by U.S. Remodelers; (c) that the sales slip has not been materially alteredCompany or Authorized Entity; (d) that That the Accountholder Charge Slip is of local age not illegible, inaccurate or incomplete and competent to open an Accounthas not been materially altered after being signed by the Cardholder; (e) that That the Products are accurately described transaction did not involve a cash advance or goods or services not listed on the sales slip Charge Slip and any Products described therein have been delivered into only goods and services sold by Company or Authorized Entity are the possession subject of the Accountholder and any Products described therein have been fully performed to the Accountholder's satisfactiontransaction; (f) that That the transaction, including prior authorization, transaction was conducted by U.S. Remodelers Company in accordance with the operating procedures set forth in Section 4 above (as same may be revised from time to time)Operating Procedures; (g) that That the account number, name Account number of Accountholder and authorization number have the Cardholder has been accurately printed or electronically captured on each sales slipthe corresponding Charge Slip retained by the Company; (h) that U.S. Remodelers That, except only as set forth in Exhibit 5.2(h), Company has not received, nor will it directly or indirectly, and will refuse take or grant or purport to accept, any reimbursement, payment or trade-in for the charges listed on such sales slip (other than from Green Tree) and has not and will not, either directly or indirectly, take or grant any right or security interest in such Charge Slip or any sales slip related Credit Slip to or credit slip from any third party (other than to Green Tree) which is the subject of the transactionBank); (i) that That the transaction was transactions giving rise to the Charge Transaction Data were conducted by U.S. Remodelers Company in accordance with all applicable laws and regulations Applicable Law that pertain pertains to the sale sales of Products goods and/or services by U.S. Remodelers; (j) there is no fact nor any claim of defense of any Accountholder that would impair the validity, enforceability, or collectability of the obligation of the Accountholder evidenced by the sales slip or the Account;Company as provided in Section 2.2(i).

Presentment Warranties. U.S. Remodelers With respect to each submission of Charge Transaction Data to Bank, Retailer represents and ----------------------------------- warrants to Green Tree as follows with respect to such Charge Transaction Data and each Account (the following shall be deemed restated, renewed and reaffirmed with respect to each Purchase presented to Green Tree for approval and settlement):underlying transaction: (a) that All purchases included in the Charge Transaction Data constitute bona fide, arms-length sales slip represents a bona fide sale by Retailer of the goods or services described therein in the ordinary course of Retailer’s business; except in the case of Absentee Purchases, Drop-Ship Purchases or Special Order Deposits,Retailer has delivered all the products and was actually executed fully performed all the services covered by the person named therein as AccountholderCharge Transaction Data; in the case of Absentee Purchases not involving a Special Order Deposit or Drop-Ship Purchase,Retailer has shipped all of the products and fully performed all the services covered by the Charge Transaction Data; (b) that The charges included in the signature on Charge Transaction Data did not involve a cash advance or goods or services not listed in the sales slip appears reasonably similar to applicable invoice or receipt; only goods and services sold by Retailer are included in the signature Charge Transaction Data; the charges represent the entire purchase price of the Accountholder on Credit Card goods 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 signature on other valid identification examined by U.S. RemodelersAccount; (c) that To the sales slip has not been materially alteredbest of Retailer’s knowledge, the goods and services covered by the Charge Transaction Data were sold by Retailer to Cardholders or authorized users for personal, family or household purposes; (d) that To the Accountholder is best of local age and competent to open an AccountRetailer’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) that 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 Products are accurately described on the sales slip and any Products described therein have been delivered into the possession of the Accountholder and any Products described therein have been fully performed to the Accountholder's satisfactionCharge Transaction Data; (f) that Except to the transactionextent prevented by a Force Majeure Event, including all purchases included in the Charge Transaction Data occurred no earlier than three (3) days prior authorization, was to the submission of such Charge Transaction Data; and all transactions included in the Charge Transaction Data were conducted by U.S. Remodelers in accordance with the operating procedures set forth in Section 4 above (as same may be revised from time to time);Operating Procedures, this Agreement and all Applicable Laws; and (g) that Each invoice or receipt included in the account numberCharge 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 Accountholder and authorization number have the Cardholder has been accurately printed on each sales slip; (h) that U.S. Remodelers has not received, directly or indirectly, and will refuse to accept, any reimbursement, payment or trade-in for the charges listed on such sales charge slip (other than from Green Tree) and has not and will not, either directly or indirectly, take or grant any right or security interest been included in any sales slip or credit slip each transmission of Charge Transaction Data; Retailer has obtained a valid authorization from Bank for each purchase (other than to Green Tree) which is the subject of the transaction; (i) that the transaction was conducted unless otherwise waived by U.S. Remodelers in accordance with all applicable laws and regulations that pertain to the sale of Products by U.S. Remodelers; (j) there is no fact nor any claim of defense of any Accountholder that would impair the validity, enforceability, or collectability of the obligation of the Accountholder evidenced by the sales slip or the Account;Bank).