Common use of Representations and Warranties of Merchant Clause in Contracts

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers at the time of execution and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers is true and complete in all material respects; (b) Merchant has the power to execute, deliver, and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (d) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; (e) There is no circumstance, to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (f) Each Purchase presented to Service Providers for collection is genuine and is not the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (h) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Transaction evidenced thereby; (i) Merchant has complied with this Agreement’s procedures for accepting Cards, and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset, or counter claim; (j) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originate, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorized.

Representations and Warranties of Merchant. Merchant represents and warrants the following to Service Providers TSYS, its Third-Party Sender, and the ODFI; now and as of the time it initiates each Entry: 8.1.1 As to each Credit Entry submitted by Merchant: (a) Each person shown as the Receiver on an Entry received by TSYS or its Third-Party Sender from Merchant has authorized the initiation of such Entry and the crediting of its account in the amount and on the Effective Entry Date shown on such Entry; (b) Such authorization is operative at the time of execution transmittal or crediting by TSYS or its Third-Party Sender as provided herein; (c) Entries transmitted to TSYS or its Third-Party Sender by Merchant are limited to those types of credit Entries set forth on the Application and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers is true and complete in all material respects; (b) Merchant has the power to execute, deliver, and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subjectGuidelines; (d) Merchant has all licenses, if any, required to conduct its business and The Entry is qualified to do business in every jurisdiction where it is required to do sotimely; (e) There The Entry is no circumstance, to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operationsin conformity with the Rules; (f) Each Purchase presented That, at the time the Entry is transmitted to Service Providers for collection is genuine and is not the result of any fraudulent automated clearing house ("ACH") by TSYS or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Furtherits Third-Party Sender, Merchant warrants that each Purchase is does not have actual knowledge of the result revocation or termination of a bona fide direct purchase of goods or services the authorization by the Cardholder in the total amount stated on any Sales DraftReceiver; (g) Each Disbursement presented to Service Providers for payment to Cardholder That the Receiver's authorization is genuine and is not the result neither inoperative nor ineffective by operation of any fraudulentlaw, prohibited, or unlawful activity and is not being paid to Cardholder on behalf nor has it been terminated by operation of any business other than Merchantlaw; (h) That Merchant has performed provided all written disclosures required by the Rules and all applicable laws and regulations to all consumers on whose behalf TSYS or will perform all of its obligations to the Cardholder in connection with the Transaction evidenced therebyThird-Party Sender performs any Service; (i) Merchant has complied will comply with this Agreement’s procedures for accepting Cardsall provisions of the Rules applicable to the Services provided to Merchant; and (j) Merchant acknowledges and agrees that all Entries originated as part of a Service shall comply with all applicable laws and regulations, and including but not limited to, any economic sanctions administered by the Transaction does not involve any element U.S. Treasury Department's Office of credit or debit for any purpose other than as set forth in this Agreement Foreign Assets Control (OFAC) and shall not be act on behalf of, or transmit funds to or from, any party subject to any defense, dispute, offset, such sanctions. 8.1.2 As to each Debit Entry submitted by Merchant: (a) The Entry is for a sum due and owing to the Originator from a Customer or counter claimfor a sum specified by a Customer to be paid to the Originator; (jb) Any Credit Voucher which it issues represents a bona fide refund The Entry is timely; (c) The Entry is forwarded in accordance with an authorization executed by the Receiver and held by the Originator; (d) The Entry is in conformity with the Rules; (e) That, at the time the Entry is transmitted to the ACH by TSYS or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originateits Third-Party Sender, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized does not have actual knowledge of the debiting and/or crediting revocation or termination of its accountthe authorization by the Receiver; (iif) Each Transaction That the Receiver's authorization is for an amount the customer neither inoperative nor ineffective by operation of law, nor has agreed toit been terminated by operation of law; (iiig) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included The Entry is of a type of debit Entry specified in the Transaction amount Application and not collected separately; and (iv) Each Transaction is in all other respects properly authorized.the Guidelines;

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers at the time of execution and during the term of this Agreement thatCompany as follows: (a) All all of the information contained in provided by the Merchant Application or any other documents delivered to Service Providers the Company pursuant to this Agreement and otherwise is true true, correct and complete in all material respects; (b) Merchant has full power and authority to enter into this Agreement and to perform the power to executetransactions contemplated hereby; (c) if an entity, deliver(i) Merchant is duly incorporated/formed/organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation/formation/organization, and (ii) Merchant has full corporate/partnership/limited liability company power and authority to enter into this Agreement and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subjectthe transactions contemplated hereby; (d) Merchant has all licenses, if any, required to conduct its business and is duly qualified to do business in every each jurisdiction where in which it is required to do soconducts its business; (e) There this Agreement is no circumstancethe legal and valid obligation of Merchant, to Merchant’s knowledge, threatened by or enforceable against or affecting Merchant which would substantially impair in accordance with its right to carry on its business as now conducted or adversely affect its financial condition or operationsterms; (f) Each Purchase presented Merchant is solvent, has not made an assignment for the benefit of creditors or filed in any court, pursuant to Service Providers any statute of the United States or any state, a petition for collection is genuine and is not bankruptcy or insolvency, or filed for reorganization or for the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result appointment of a bona fide direct purchase receiver or trustee of goods all or services by the Cardholder in the total amount stated on a material portion of its property, and Merchant does not have reason to believe any Sales Draftinvoluntary bankruptcy action or order will be filed with respect to Merchant; (g) Each Disbursement presented all amounts are due with respect to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchantall Future Receivables are due in United States Dollars; (h) Merchant has performed any taxes or will perform all of its obligations fees relating to the Cardholder in connection with the Transaction evidenced therebyFuture Receivables or goods or services sold by Merchant are solely Merchant's responsibility; and (i) the historical credit card receivable data provided by Merchant has complied with this Agreement’s procedures for accepting Cards, and to the Transaction Company does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject represent sales to any defensesubsidiary, dispute, offset, affiliate or counter claim; (j) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originate, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorizedparent company.

Representations and Warranties of Merchant. Merchant represents and warrants the following to Service Providers TSYS, its Third-Party Sender, and the XXXX; now and as of the time it initiates each Entry: 8.1.1 As to each Credit Entry submitted by Merchant: (a) Each person shown as the Receiver on an Entry received by TSYS or its Third-Party Sender from Merchant has authorized the initiation of such Entry and the crediting of its account in the amount and on the Effective Entry Date shown on such Entry; (b) Such authorization is operative at the time of execution transmittal or crediting by TSYS or its Third-Party Sender as provided herein; (c) Entries transmitted to TSYS or its Third-Party Sender by Merchant are limited to those types of credit Entries set forth on the Application and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers is true and complete in all material respects; (b) Merchant has the power to execute, deliver, and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subjectGuidelines; (d) Merchant has all licenses, if any, required to conduct its business and The Entry is qualified to do business in every jurisdiction where it is required to do sotimely; (e) There The Entry is no circumstance, to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operationsin conformity with the Rules; (f) Each Purchase presented That, at the time the Entry is transmitted to Service Providers for collection is genuine and is not the result of any fraudulent automated clearing house ("ACH") by TSYS or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Furtherits Third-Party Sender, Merchant warrants that each Purchase is does not have actual knowledge of the result revocation or termination of a bona fide direct purchase of goods or services the authorization by the Cardholder in the total amount stated on any Sales DraftReceiver; (g) Each Disbursement presented to Service Providers for payment to Cardholder That the Receiver's authorization is genuine and is not the result neither inoperative nor ineffective by operation of any fraudulentlaw, prohibited, or unlawful activity and is not being paid to Cardholder on behalf nor has it been terminated by operation of any business other than Merchantlaw; (h) That Merchant has performed provided all written disclosures required by the Rules and all applicable laws and regulations to all consumers on whose behalf TSYS or will perform all of its obligations to the Cardholder in connection with the Transaction evidenced therebyThird-Party Sender performs any Service; (i) Merchant has complied will comply with this Agreement’s procedures for accepting Cardsall provisions of the Rules applicable to the Services provided to Merchant; and (j) Merchant acknowledges and agrees that all Entries originated as part of a Service shall comply with all applicable laws and regulations, and including but not limited to, any economic sanctions administered by the Transaction does not involve any element U.S. Treasury Department's Office of credit or debit for any purpose other than as set forth in this Agreement Foreign Assets Control (OFAC) and shall not be act on behalf of, or transmit funds to or from, any party subject to any defense, dispute, offset, such sanctions. 8.1.2 As to each Debit Entry submitted by Merchant: (a) The Entry is for a sum due and owing to the Originator from a Customer or counter claimfor a sum specified by a Customer to be paid to the Originator; (jb) Any Credit Voucher which it issues represents a bona fide refund The Entry is timely; (c) The Entry is forwarded in accordance with an authorization executed by the Receiver and held by the Originator; (d) The Entry is in conformity with the Rules; (e) That, at the time the Entry is transmitted to the ACH by TSYS or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originateits Third-Party Sender, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized does not have actual knowledge of the debiting and/or crediting revocation or termination of its accountthe authorization by the Receiver; (iif) Each Transaction That the Receiver's authorization is for an amount the customer neither inoperative nor ineffective by operation of law, nor has agreed toit been terminated by operation of law; (iiig) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included The Entry is of a type of debit Entry specified in the Transaction amount Application and not collected separately; and (iv) Each Transaction is in all other respects properly authorized.the Guidelines;

Representations and Warranties of Merchant. In addition to all other representations and warranties made in this Agreement, Merchant represents and warrants the following to Service Providers Company, its Third-Party Sender, and the ODFI; now and as of the time it initiates each Entry: 8.1.1 As to each Credit Entry submitted by Merchant: (a) Each person shown as the Receiver on an Entry received by Compa ny or its Third-Party Sender from Merchant has authorized the initiation of such Entry and the crediting of its account in the amount and on the Effective Entry Date shown on such Entry; (b) Such authorization is operative at the time of execution transmittal or crediting by Company or its Third-Party Sender as provided herein; (c) Entries transmitted to Company or its Third-Party Sender by Merchant are limited to those types of credit Entries set forth on the Application and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers is true and complete in all material respects; (b) Merchant has the power to execute, deliver, and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subjectGuidelines; (d) Merchant has all licenses, if any, required to conduct its business and The Entry is qualified to do business in every jurisdiction where it is required to do sotimel y; (e) There The Entry is no circumstancein conformity with the NACHA Rules, to Merchant’s knowledgeGuidelines, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operationsApplicable Laws and all ODFI and Agency requirements; (f) Each Purchase presented That, at the time the Entry is transmitted to Service Providers for collection is genuine and is not the result of any fraudulent ACH Network by Company or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Furtherits Third-Party Sender, Merchant warrants that each Purchase is does not have actual knowledge of the result revocation or termination of a bona fide direct purchase of goods or services the authorization by the Cardholder in the total amount stated on any Sales DraftReceiver; (g) Each Disbursement presented to Service Providers for payment to Cardholder That the Receiver's authorization is genuine and is not the result neither inoperative nor ineffective by operation of any fraudulentlaw, prohibited, or unlawful activity and is not being paid to Cardholder on behalf nor has it been terminated by operation of any business other than Merchantlaw; (h) That Merchant has performed provided all written disclosures required by the NACHA Rules, Applicable Laws and all ODFI or will perform Agency requirements to all of consumers on whose behalf Company or its obligations to the Cardholder in connection with the Transaction evidenced therebyThird-Party Sender performs any Service; (i) Merchant will comply with all provisions of the NACHA Rules, Guidelines, Applicable Laws and all ODFI and Agency requirements applicable to the Services provided to Merchant; and (j) Merchant acknowledges and agrees that all Entries originated as part of a Service shall comply with all Applicable Laws and regulations, including but not limited to, any economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) and shall not act on behalf of, or transmit funds to or from, any party subject to such sanctions. 8.1.2 As to each Debit Entry submitted by Merchant: (a) The Entry is for a sum due and owing to Merchant/Originator from a Customer or for a sum specified by a Customer to be paid to Merchant; (b) The Entry is timely; (c) The Entry is forwarded in accordance with an authorization executed by the Receiver and held by the Merchant/Originator; (d) The Entry is in conformity with the NACHA Rules, Guidelines, Applicable Laws and all ODFI and Agency requirements; (e) That, at the time the Entry is transmitted to the ACH Network by Company or its Third-Party Sender, Merchant does not have actual knowledge of the revocation or termination of the authorization by the Receiver; (f) That the Receiver's authorization is neither inoperative nor ineffective by operation of law, nor has it been terminated by operation of law; (g) The Entry is of a type of debit Entry specified in the Application and the Guidelines; (h) The Merchant/Originator has complied with this Agreement’s procedures the NACHA Rules, Guidelines, Applicable Laws and all ODFI and Agency req uirements pertaining to the Entry; (i) Merchant shall be bound by and comply with the NACHA Rules as in effect from time to time, including, without limitation, the provision making payment of an Entry by the RDFI of final settlement for accepting Cardssuch Entry; and Merchant specifically acknowledges that it has received notice of the NACHA Rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and Merchant shall not be subject deemed to any defense, dispute, offset, or counter claimhave paid the Receiver the amount of the Entry; (j) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant will comply with respect all provisions of the NACHA Rules, Guidelines, Applicable Laws and all ODFI and Agency requirements applicable to which a Purchase has been acceptedthe Services provided to Merchant; and (k) For Merchant acknowledges and agrees that all Card Transactions that Merchant requests Entries originated as part of a Service Providers shall comply with all Applicable Laws and regulations, including but not limited to, any economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) and shall not act on behalf of, or transmit funds to originateor from, Merchant continuously represents and warrants any party subject to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorizedsuch sanctions.

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers Bank and Paya at the time of execution and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers Bank and/or Paya in connection therewith is true and complete in all material respectsand properly reflects Merchant’s business, financial condition and principal partners, owners or officers; (b) Merchant has the power to execute, deliver, deliver and perform this Agreement; (c)This , and this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (dc) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; (ed) There is no circumstanceaction, suit or proceeding now pending or to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (f) Each Purchase presented to Service Providers for collection is genuine and is not the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (he) Merchant has performed or and will perform all of its obligations to the Cardholder in connection with the Transaction evidenced therebyby each Sales Draft; (if) Unless Merchant has complied with this Agreement’s procedures notifies Paya in writing (either on the Application or otherwise), no other processing relationship exists between Merchant and another bankcard processing institution, for accepting Cards, and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offsetthis, or counter claimany other business run or owned by Merchant; (jg) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with With respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers Paya and Bank to originate, Merchant continuously represents and warrants to Service Providers Bank and Paya that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction entry is for an amount the customer Cardholder has agreed to; and (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction entry is in all other respects properly authorized.; and

Representations and Warranties of Merchant. Merchant represents and warrants that on the date hereof and on each date on which it transmits Records to Service Providers at Citibank or Acquirer the time of execution following representations are and during the term of this Agreement that: will be true: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers is true and complete in all material respects; (b) Merchant has the power to execute, deliver, and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which If Merchant is subjectnot a natural person, that Merchant is a duly organized and validly existing legal entity under the laws of the jurisdiction in which it is organized; (d) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every each jurisdiction where in which it maintains a place of business; and has the power and authority to enter into and perform this Agreement. (b) The making and performance of this Agreement by Merchant has been duly authorized by all necessary action, and will not violate any law, regulation, order or award, or any provision of its charter or by-laws, if applicable, or any agreement to which it is required a party. (c) This Agreement has been duly executed by Merchant, including by authorized persons where required, and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. Citibank Merchant Agreement — Sears Card (d) Merchant operates the locations at which the sales and Sears Card transactions contemplated by this Agreement are made, and each transaction has been entered into in compliance with this Agreement including the Rules. Merchant does not do business under a trade name or style not previously disclosed to Citibank and there has been no change in the nature of Merchant’s business or the goods and/or services that Merchant sells not previously disclosed to Citibank. Unless approved to do so; (e) There is no circumstance, to Merchant’s knowledge, threatened so in writing by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (f) Each Purchase presented to Service Providers for collection is genuine and is not the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. FurtherCitibank, Merchant warrants that each Purchase is will only accept the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (h) Merchant has performed or will perform all of its obligations to the Cardholder Sears Card in connection with the Transaction evidenced thereby; goods and/or services. (ie) The most recent audited balance sheets of the Merchant has complied with this Agreement’s procedures and its subsidiaries, if any, and related audited statements of income and cash flow for accepting Cardsthe fiscal period then ended, and the Transaction does not involve any element comparable most recent unaudited financial statements and for the interim period then ended, copies of credit which have been furnished to Citibank or debit will be furnished within 10 days after request by Citibank, fairly present the financial condition of the Merchant (and its subsidiaries, if any) as at such dates and the results of operations for any purpose other than as set forth the periods then ended, all in accordance with generally accepted accounting principles consistently applied, and since such latter date there has been no material adverse change in such condition or operations. (f) All information provided by Merchant to Citibank prior to the execution of this Agreement and shall not be subject to any defense, dispute, offset, or counter claim; (j) Any Credit Voucher which while it issues represents a bona fide refund or adjustment on a Card sale by Merchant is in effect with respect to which a Purchase has been accepted; Merchant’s business, operations, condition and (k) For all Card Transactions that Merchant requests Service Providers to originateresults is and will be true, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable lawcorrect, in which case the tax amount must be included in the Transaction amount complete and not collected separately; and (iv) Each Transaction misleading as of the date on which it is in all other respects properly authorizedprovided.

Representations and Warranties of Merchant. Merchant represents and warrants the following to Service Providers TransFirst and the ODFI; now and as of the time it initiates each Entry: 8.1.1 As to each Credit Entry submitted either by Merchant: (a) Each person shown as the Receiver on an Entry received by TransFirst from Merchant has authorized the initiation of such Entry and the crediting of its account in the amount and on the Effective Entry Date shown on such Entry; (b) Such authorization is operative at the time of execution transmittal or crediting by TransFirst as provided herein; (c) Entries transmitted to TransFirst by Merchant are limited to those types of credit Entries set forth on the Application and during in the term Guidelines; (d) The Entry is timely; (f) The Entry is in conformity with the Rules; (g) That, at the time the Entry is transmitted to the automated clearing house ("ACH") by TransFirst, Merchant does not have actual knowledge of this Agreement thatthe revocation or termination of the authorization by the Receiver; (h) That the Receiver's authorization is neither inoperative nor ineffective by operation of law, nor has it been terminated by operation of law; (i) That Merchant has provided all written disclosures required by the Rules and all applicable laws and regulations to all consumers on whose behalf TransFirst performs any Service; (j) Merchant will comply with all provisions of the Rules applicable to the Services provided to Merchant; and (k) Merchant acknowledges and agrees that all Entries originated as part of a Service shall comply with all applicable laws and regulations, including but not limited to, any economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) and shall not act on behalf of, or transmit funds to or from, any party subject to such sanctions. 8.1.2 As to each Debit Entry submitted either by Xxxxxxxx: (a) All information contained in The Entry is for a sum due and owing to the Merchant Application Originator from a Customer or any other documents delivered for a sum specified by a Customer to Service Providers is true and complete in all material respectsbe paid to the Originator; (b) Merchant has the power to execute, deliver, and perform this AgreementThe Entry is timely; (c)This Agreement c) The Entry is duly authorized, forwarded in accordance with an authorization executed by the Receiver and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subjectheld by the Originator; (d) Merchant has all licenses, if any, required to conduct its business and The Entry is qualified to do business in every jurisdiction where it is required to do soconformity with the Rules; (e) There That, at the time the Entry is no circumstancetransmitted to the ACH by TransFirst, to Merchant’s knowledge, threatened Merchant does not have actual knowledge of the revocation or termination of the authorization by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operationsthe Receiver; (f) Each Purchase presented to Service Providers for collection That the Receiver's authorization is genuine and is not the result neither inoperative nor ineffective by operation of any fraudulent or prohibited Purchase and is not being deposited on behalf law, nor has it been terminated by operation of any business other than Merchant. Further, Merchant warrants that each Purchase is the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draftlaw; (g) Each Disbursement presented to Service Providers for payment to Cardholder The Entry is genuine of a type of debit Entry specified in the Application and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than MerchantGuidelines; (h) Merchant The Originator has performed or will perform all of its obligations complied with the Rules pertaining to the Cardholder in connection with the Transaction evidenced therebyEntry; (i) Merchant shall be bound by and comply with the Rules as in effect from time to time, including, without limitation, the provision making payment of an Entry by the Receiving Depository Financial Institution of final settlement for such Entry; and Merchant specifically acknowledges that it has complied with this Agreement’s procedures for accepting Cardsreceived notice of the Rule regarding provisional payment and of the fact that, if such settlement is not received, the Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and Merchant shall not be subject deemed to any defense, dispute, offset, or counter claimhave paid the Receiver the amount of the Entry; (j) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant will comply with respect all provisions of the Rules applicable to which a Purchase has been acceptedthe Services provided to Merchant; and (k) For Merchant acknowledges and agrees that all Card Transactions that Merchant requests Entries originated as part of a Service Providers shall comply with all applicable laws and regulations, including but not limited to, any economic sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC) and shall not act on behalf of, or transmit funds to originateor from, Merchant continuously represents and warrants any party subject to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorizedsuch sanctions.

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers Acquirer and TriSource Solutions at the time of execution and during the term of this Agreement that: (a: A) All information contained in the Merchant Application Agreement or any other documents delivered to Service Providers Acquirer and/or TriSource Solutions in connection therewith is true and complete in all material respects; (band properly reflects Mer- chant’s business, financial condition and principal partners, owners or officers; B) Merchant has the power to execute, deliver, deliver and perform this Agreement; (c)This , and this Agreement is duly authorized, and does not and will not violate any provisions of federal Federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (d; C) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; (e; D) There is no circumstanceaction, suit or proceeding now pending or to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (f; E) Each Purchase Sales Draft presented to Service Providers Acquirer for collection is genuine and is not the result of any fraudulent transaction or prohibited Purchase and telemarketing sale or is not being deposited on behalf of any business other than MerchantMer- chant. Further, Merchant warrants that each Purchase Sales Draft is the result of a bona fide direct Card Transaction for the purchase of goods or services by the Cardholder in the total amount stated on any the Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (h; F) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby; (i; G) Merchant has complied with this AgreementAcquirer’s and TriSource Solutions’ procedures for accepting Cards, and the Card Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset, offset or counter claim; claim which may be raised by any Cardholder under the Rules, the Consumer Credit Protection Act (j15 USC 1601) or other relevant state or federal statutes or regulations; H) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Purchase Sales Draft has been accepted; ; I) All credit and (kdebit card transactions originated by Merchant will be processed through TriSource Solutions under the terms of this Agreement and Merchant will not enter into any similar processing relationship with another processor, without the prior written consent of TriSource Solutions, which consent shall be solely at the discretion of TriSource Solutions. J) For With respect to all Card Transactions that Merchant requests Service Providers TriSource Solutions and Acquirer to originate, Merchant continuously represents and warrants to Service Providers Acquirer and TriSource Solutions that: (i: 1) Each Cardholder Customer has authorized the debiting and/or crediting of its account; (ii; 2) Each Transaction Entry is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (ivand 3) Each Transaction Entry is in all other respects properly authorized.

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers Bank and Cornerstone at the time of execution and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers Bank and/or Cornerstone in connection therewith is true and complete in all material respectsand properly reflects Merchant’s business, financial condition and principal partners, owners or officers; (b) Merchant has the power to execute, deliver, deliver and perform this Agreement; (c)This , and this Agreement is duly authorized, and does not and will not violate any provisions of federal Federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (dc) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; (ed) There is no circumstanceaction, suit or proceeding now pending or to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (fe) Each Purchase Sales Draft presented to Service Providers Bank for collection is genuine and is not the result of any fraudulent transaction or prohibited Purchase and telemarketing sale or is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase Sales Draft is the result of a bona fide direct Card Transaction for the purchase of goods or services by the Cardholder in the total amount stated on any the Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (hf) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby; (ig) Merchant has complied with this AgreementBank’s and Cornerstone’s procedures for accepting Cards, and the Card Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset, offset or counter claim; claim which may be raised by any Cardholder under the Rules, the Consumer Credit Protection Act (j15 USC 1601) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originate, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorized.relevant state or federal statutes or regulations;

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers Bank and SPS at the time of execution and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers Bank and/or SPS in connection therewith is true and complete in all material respectsand properly reflects Merchant’s business, financial condition and principal partners, owners or officers; (b) Merchant has the power to execute, deliver, deliver and perform this Agreement; (c)This , and this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (dc) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; (ed) There is no circumstanceaction, suit or proceeding now pending or to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (f) Each Purchase presented to Service Providers for collection is genuine and is not the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (he) Merchant has performed or and will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced therebyby each Sales Draft; (if) Unless Merchant has complied with this Agreement’s procedures notifies SPS in writing (either on the Application or otherwise), no other processing relationship exists between Merchant and another bankcard processing institution, for accepting Cards, and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offsetthis, or counter claimany other business run or owned by Merchant; (jg) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with With respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers SPS and Bank to originate, Merchant continuously represents and warrants to Service Providers Bank and SPS that: : (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction entry is for an amount the customer Cardholder has agreed to; and (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction entry is in all other respects properly authorized; and (h) Merchant will not sell, purchase, provide or exchange any Cardholder’s account name or number information in any form to any third party except to Bank or to SPS or pursuant to written government request, and then only upon prior notice to SPS given in sufficient time to permit SPS to file a protective motion.

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers Bank and SPS at the time of execution and during the term of this Agreement that: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers Bank and/or SPS in connection therewith is true and complete in all material respectsand properly reflects Merchant’s business, financial condition and principal partners, owners or officers; (b) Merchant has the power to execute, deliver, deliver and perform this Agreement; (c)This , and this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subject; (dc) Merchant has all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; (ed) There is no circumstanceaction, suit or proceeding now pending or to Merchant’s knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (f) Each Purchase presented to Service Providers for collection is genuine and is not the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (he) Merchant has performed or and will perform all of its obligations to the Cardholder in connection with the Transaction evidenced therebyby each Sales Draft; (if) Unless Merchant has complied with this Agreement’s procedures notifies SPS in writing (either on the Application or otherwise), no other processing relationship exists between Merchant and another bankcard processing institution, for accepting Cards, and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offsetthis, or counter claimany other business run or owned by Merchant; (jg) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with With respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers SPS and Bank to originate, Merchant continuously represents and warrants to Service Providers Bank and SPS that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction entry is for an amount the customer Cardholder has agreed to; and (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction entry is in all other respects properly authorized; and (h) Merchant will not sell, purchase, provide or exchange any Cardholder’s account name or number information in any form to any third party except to Bank or to SPS or pursuant to written government request, and then only upon prior notice to SPS given in sufficient time to permit SPS to file a protective motion.

Representations and Warranties of Merchant. Merchant represents and warrants to Service Providers at the time of execution and during the term of this Agreement thatCompany as follows: (a) All all of the information contained in provided by the Merchant Application or any other documents delivered to Service Providers the Company pursuant to this Agreement and otherwise is true true, correct and complete in all material respects; (b) Merchant has full power and authority to enter into this Agreement and to perform the power to executetransactions contemplated hereby; (c) if an entity, deliver(1) Merchant is duly incorporated/formed/organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation/formation/organization, and (ii) Merchant has full corporate/partnership/limited liability company power and authority to enter into this Agreement and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Merchant is subjectthe transactions contemplated hereby; (d) Merchant has all licenses, if any, required to conduct its business and is duly qualified to do business in every each jurisdiction where in which it is required to do soconducts its business; (e) There this Agreement is no circumstancethe legal and valid obligation of Merchant, to Merchant’s knowledge, threatened by or enforceable against or affecting Merchant which would substantially impair in accordance with its right to carry on its business as now conducted or adversely affect its financial condition or operationsterms; (f) Each Purchase presented Merchant is solvent, has not made an assignment for the benefit of creditors or filed in any court, pursuant to Service Providers any statute of the United States or any state, a petition for collection is genuine and is not bankruptcy or insolvency, or filed for reorganization or for the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Further, Merchant warrants that each Purchase is the result appointment of a bona fide direct purchase receiver or trustee of goods all or services by the Cardholder in the total amount stated on a material portion of its property, and Merchant does not have reason to believe any Sales Draftinvoluntary bankruptcy action or order will be filed with respect to Merchant; (g) Each Disbursement presented all amounts are due with respect to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchantall Future Receivables are due in United States Dollars; (h) Merchant has performed any taxes or will perform all of its obligations fees relating to the Cardholder in connection with the Transaction evidenced therebyFuture Receivables or goods or services sold by Merchant are solely Merchant's responsibility; and (i) the historical credit card receivable data provided by Merchant has complied with this Agreement’s procedures for accepting Cards, and to the Transaction Company does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject represent sales to any defensesubsidiary, dispute, offset, affiliate or counter claim; (j) Any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originate, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorizedparent company.

Representations and Warranties of Merchant. Merchant hereby represents and warrants to Service Providers at Purchaser as follows on the date hereof and on the date of each sale of Future Receivables to Purchaser: 2.1. All of the information provided by or on behalf of Merchant to Purchaser on its application and in connection with the execution of, or pursuant to this Agreement, is true and correct in all material respects. Merchant has a continuing obligation to furnish to Purchaser any such additional information required to maintain the accuracy of the information set forth on its application, and that would be required as Purchaser may reasonably request from time of to time. Merchant has not supplied any false or misleading information, whether in writing, verbally or otherwise, to Processor. 2.2. Merchant has and is in compliance with all permits, licenses, approvals, consents and other authorizations necessary to conduct its business. Merchant is in compliance with, and the execution and during the term of this Agreement thatand consummation of the transaction contemplated herein will not conflict with: (a) All information contained in the Merchant Application or any other documents delivered to Service Providers is true and complete in all material respectsapplicable federal, state and local laws and regulations; (b) Merchant has the power to execute, deliver, and perform this Agreement; (c)This Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement agreements to which Merchant is subjecta party; and (dc) the bylaws, articles of incorporation or other organizational documents of Merchant. Merchant possesses all requisite permits, authorizations and licenses to own, operate and lease its properties. 2.3. Merchant, and the person(s) signing this Agreement on behalf of Merchant, has full power and authority to enter into and perform the obligations of Merchant under this Agreement, all licenses, if any, required to conduct its business of which have been duly authorized by all necessary and is qualified to do business in every jurisdiction where it is required to do so; (e) proper action. 2.4. There is no circumstanceclaim, action, suit, arbitration or other proceeding or investigation pending or, to Merchant’s knowledge, threatened by or against or affecting Merchant, involving a dispute of more than $5,000. 2.5. Merchant which would substantially impair its right to carry on is the owner of its business as now conducted premises and has presented documentation verifying ownership to Purchaser, or adversely affect occupies its financial condition business premises pursuant to a valid and enforceable lease or operations; (f) Each Purchase presented sublease, a copy of which has been furnished to Service Providers Purchaser. 2.6. Merchant has not entered into a similar agreement with another company for collection which any sums are still outstanding and, until the Purchased Amount is genuine and is not the result of any fraudulent or prohibited Purchase and is not being deposited on behalf of any business other than Merchant. Furtherpaid in full, Merchant warrants that each Purchase is the result of a bona fide direct purchase of goods or services by the Cardholder in the total amount stated on any Sales Draft; (g) Each Disbursement presented to Service Providers for payment to Cardholder is genuine and is not the result of any fraudulent, prohibited, or unlawful activity and is not being paid to Cardholder on behalf of any business other than Merchant; (h) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Transaction evidenced thereby; (i) Merchant has complied with this Agreement’s procedures for accepting Cards, and the Transaction does not involve any element of credit or debit for any purpose other than as set forth in this Agreement and shall not be subject to any defense, dispute, offset, or counter claim; (j) Any Credit Voucher which it issues represents entered into a bona fide refund or adjustment on a Card sale by Merchant similar agreement with respect to which a Purchase has been accepted; and (k) For all Card Transactions that Merchant requests Service Providers to originate, Merchant continuously represents and warrants to Service Providers that: (i) Each Cardholder has authorized the debiting and/or crediting of its account; (ii) Each Transaction is for an amount the customer has agreed to; (iii) the Transaction amount does not contain tax amounts unless they are required by applicable law, in which case the tax amount must be included in the Transaction amount and not collected separately; and (iv) Each Transaction is in all other respects properly authorizedanother company.