Common use of Warranties and Representations Clause in Contracts

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer warrants and represents to DFS that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer 7.1 Customer warrants and represents with respect to DFS all of The Xxxx(s) sold to SYSTRAN that at all times: (a) such Account is genuineThe Xxxx(s) are genuine and in all respects what they purport to be; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreementCustomer has good title to The Xxxx(s) and The Xxxx(s) are free and clear of all encumbrances, liens and prior claims, and that the Customer has the legal right to sell The Xxxx(s); (c) it represents an undisputed bona fide transaction completed Customer has no knowledge of any fact which may impair the validity of The Xxxx(s) or make them uncollectible in accordance with its terms and face amount; (d) for transportation Customers, The Xxxx(s) were made in accordance with the terms laws and the regulations of the invoices Federal Highway Administration or other federal regulatory agency, and purchase orders relating thereto; (d) the goods sold appropriate state regulatory commission or services rendered made according to lawful and valid contracts which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligorCustomer has executed; (e) for transportation Customers, The Xxxx(s) are supported by lawful, effective and complete bills of lading or other contract of carriage together with bona fide, genuine, valid and signed delivery receipts, and Customer will not modify or delete any of the amounts shown on terms of the Schedules, Dealer's books and records and all invoices and statements delivered to DFS original Bills or Special Purchase Bills or xxxx of lading with respect thereto are owing to Dealer and are not contingentsame; (f) there are no payments have counterclaims or setoffs or defenses existing in favor of the Debtor, whether arising from the services provided or goods sold which are the subject of The Xxxx(s) or otherwise and there has been no agreement as to the issuance or will be made thereon except payments turned over to DFSgranting of any discount on The Xxxx(s); (g) there The Xxxx(s) are no offsets, counterclaims not a duplicate of and do not cover the same services provided or disputes existing goods sold as a Xxxx or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction Special Purchase Xxxx previously purchased by SYSTRAN from the Customer or discount of billed directly by the sum payable thereunder except regular discounts allowed by Dealer in Customer to the ordinary course of its business for prompt paymentDebtor; (h) there Customer does not own, control, or exercise dominion over the business of any Debtor whose Bills or Special Purchase Bills are factored by Customer to SYSTRAN, Customer is not a subsidiary of any Debtor and no facts Debtors control or events which in any way impair exercise dominion over the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect theretobusiness of Customer; (i) all persons acting on behalf Customer will not under any circumstances or in any manner whatsoever interfere with any of obligors thereon have the authority to bind the obligorSYSTRAN’s rights under this Agreement in connection with SYSTRAN’s factoring of The Xxxx(s); (j) Customer has not and will not pledge the goods sold or transferred giving rise thereto are not subject credit of SYSTRAN to any lien, claim, encumbrance person or security interest which is superior to that of DFSbusiness for any purpose whatsoever; and (k) there are no proceedings or actions known for non-transportation Customers, until the sale by Customer to Dealer which are threatened or pending against any obligor thereon which might result Debtor of the goods described in any material adverse change in such obligor's financial condition. 3.5The Xxxx(s), Customer had good title to the goods sold, the goods were free of all encumbrances, liens and prior claims, and Customer had the legal right to sell the goods.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a cardholder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the cardholder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) all persons acting on behalf that none of obligors thereon have the authority sales transactions submitted hereunder for purchase represent sales to bind the obligor; any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the goods sold generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover and any other card association or transferred giving rise thereto are not subject network organization related to any liencardholder and transaction information security, claimincluding without limitation Payment Card Industry (PCI) Data Security Standards, encumbrance or security interest which is superior to that of DFS; Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) there are no proceedings that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or actions known representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to Dealer the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which are threatened represents a sale to any principal, partner, proprietor, or pending against owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any obligor thereon other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global Direct via the applicable card-processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which might result results in any material adverse change in such obligor's financial conditiona chargeback to the Merchant. 3.5Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card-processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. For each Account I (we) hereby warrant and guarantee that all representations made by us, whether orally or in this agreement, are true and correct and that I (we) have fully disclosed any and all conditions concerning any spiritual, mental, and physical health or condition, and represent that participant is in a good and stable emotional state, good spiritual, mental, and physical health. Participant is thereby able to manage under the hardship, stress, or risk associated with the proposed trip/adventure. I (we), have made all statements and representations in this agreement, as further inducement for South Texas Children’s Home Ministries to accept me (us) for this mission trip. I (we) accept full responsibility for any harm or result to disclose any pertinent disability, hardship, predisposed condition, or other unrevealed issue which Dealer lists might have any adverse effect on participant during this mission trip. I (we) have read the Warranties and Representations and agree to it. (initial) Agreement to be Bound by all Provision: Wherefore, in consideration of the promises, covenant, representations, payments, and performances made, required to be made now or in the future under the following Agreement, the undersigned parties agree to their terms recited in above Agreement; grant the various powers and authority as recited therein; guarantee the performances of duties as described; promise to guarantee payment in all circumstances described; make warranty or inducement thereof; acknowledge full disclosure as stated herein; assume indemnity as therein provided, assume all risk as therein provided and grant release of liability as so described, to which the parties hereto evidence their agreement and performance to be bound herein shown by their initials given at the end of the following agreement on the date shown. I (we) have read the Agreement to be Bound by all Provision, and agree to it. I (we) have read through and understand the entire Agreement, and agree to abide by it. (initial) (initial of minor) GENERAL RELEASE OF LIABILITY CLAIMS I (we) have executed the general release of liability of claims against South Texas Children’s Home Ministries and any Scheduleemployee, Dealer warrants agent, officer, or volunteer of the above named organization from any and represents all claims as set out in said general release of liability which is specifically incorporated by reference herein. I (we) represent that I (we) have authority and capacity under law to DFS that at all times: (a) such Account is genuine; (b) such Account is not evidenced execute and be bound by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of this agreement, and under the invoices general release of liability, or that the person (persons) also signing this agreement, and purchase orders relating thereto; general release of liability, is (dare) the goods sold legal parent or services rendered which resulted in guardian having authority to sign and bind the creation applicant to the terms of such Account have been delivered or rendered to and accepted by any of the obligor; foregoing documents referenced herein. Signature - Applicant/Participant Signature – Witness Date Signature - Parent/Guardian (eif applicant is a minor) the amounts shown Signature – Witness Date For an Acknowledgement: State of County of The foregoing instrument was acknowledged before me on the Schedulesday of , Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; 20 by (fname of individual) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which who is superior to that of DFS; and (k) there are no proceedings or actions personally known to Dealer which are threatened me or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5has produced (type of ID) as identification.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a cardholder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the cardholder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) all persons acting on behalf that none of obligors thereon have the authority sales transactions submitted hereunder for purchase represent sales to bind the obligor; any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the goods sold generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover and any other card association or transferred giving rise thereto are not subject network organization related to any liencardholder and transaction information security, claimincluding without limitation Payment Card Industry (PCI) Data Security Standards, encumbrance or security interest which is superior to that of DFS; Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) there are no proceedings that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or actions known representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to Dealer the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which are threatened represents a sale to any principal, partner, proprietor, or pending against owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any obligor thereon other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global Direct via the applicable card-processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which might result results in any material adverse change in such obligor's financial conditiona chargeback to the Merchant. 3.5Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card-processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANYONE ACTING ON MEMBER OR GLOBAL DIRECT’S BEHALF, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a card holder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the card holder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the card holder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the card holder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (i) all persons acting on behalf that, without limiting the generality of obligors thereon have the authority foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover, American Express, PayPal and any other card association or network organization related to bind the obligor; card holder and transaction information security, including without limitation Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (j) that all of the information contained in this Merchant Application and Service Agreement is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods sold or transferred giving rise thereto are services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third party provider. If Merchant elects to use a third- party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global via the applicable card processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which results in a chargeback to the Merchant. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER. Internal Revenue Service (“IRS”) Reporting Merchant herby warrants and certifies that: (i) the taxpayer identification number (“TIN”) provided on the Merchant Application is Merchant’s true and correct TIN; (ii) Merchant is not subject to any lienbackup withholding because (a) Merchant is exempt from backup withholding, claim(b) Merchant has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, encumbrance or security interest which (c) the IRS has notified Merchant that it is superior no longer subject to that of DFS; backup withholding, and (kiii) there are no proceedings Merchant is a citizen of the United States of America (“U.S.”) or actions known to Dealer which are threatened other U.S. person. (For federal tax purposes, Merchant is considered a U.S. person if Merchant is: an individual who is a U.S. citizen, or pending against any obligor thereon which might result U.S. resident alien, partnership, corporation, company or association created or organized in any material adverse change the United States or under the laws of the United States, and estate (other than a foreign estate), or a domestic trust (as defined in such obligor's financial condition. 3.5the Internal Revenue Code section 301.7701-7.))

Warranties and Representations. For The Supplier warrants represents and undertakes to the Authority and each Account which Dealer lists on any ScheduleCustomer that: it has full capacity and authority and all necessary consents (including, Dealer warrants where its procedures so require, the consent of its Parent Company) to enter into and represents to DFS that at all times: (a) such Account perform its obligations under this Framework Agreement; this Framework Agreement is genuine; (b) such Account is not evidenced executed by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms duly authorised representative of the invoices Supplier; in entering into this Framework Agreement and purchase orders relating theretoany Customer Contract it has not committed any Fraud; all information, statements, warranties and representations contained in the PQQ Response, Tender and (dunless otherwise agreed) the goods sold or services rendered any other document which resulted in the creation award of such Account this Framework Agreement are true, accurate, and not misleading save as may have been delivered specifically disclosed in writing to the Authority prior to the execution of this Framework Agreement and it will promptly advise the Authority of any fact, matter or rendered circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading and accepted all warranties and representations contained in the PQQ Response and Tender and (unless otherwise agreed) any other document which resulted in the award of this Framework Agreement shall be deemed to be repeated by the obligorSupplier in this Framework Agreement with reference to the circumstances existing at the time that they are deemed to be repeated; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer it has not made entered into any agreement with any obligor for any deduction other person with the aim of preventing tenders being made or discount as to the fixing or adjusting of the amount of any tender or the conditions on which any tender is made in respect of this Framework Agreement; it has not caused or induced any person to enter such agreement referred to in Clause 14.1.4 above; it has not offered or agreed to pay or give any sum payable thereunder except regular discounts allowed by Dealer of money, inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done any act or omission in relation to any other tender or proposed tender for Services; it has not committed any offence under the ordinary course Prevention of Corruption Acts 1889 to 1916, or the Bribery Act 2010; no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress, or, to the best of its business for prompt paymentknowledge and belief pending or threatened against it or any of its assets which will or might affect its ability to perform its obligations under this Framework Agreement and/or any Customer Contract which may be entered with the Authority or Other Customers; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are it is not subject to any liencontractual obligation, claimcompliance with which will be likely to have an effect on its ability to perform its obligations under this Framework Agreement and/or any Customer Contract which may be entered with the Authority or Other Customers; it owns, encumbrance has obtained or security interest shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Customer Contract which is superior may be entered with the Customers and shall maintain the same in full force and effect; it has and shall continue to that take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of DFSany disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Customers); in connection with the exercise of its rights and (k) there are performance of its obligations pursuant to this Framework Agreement it will at all times use its reasonable endeavours to meet or exceed the Key Performance Indicators; no proceedings or actions known other steps have been taken and not discharged (nor, to Dealer which the best of their knowledge, are threatened threatened) for the winding up of the Supplier or pending against for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any obligor thereon which might result of the Supplier’s assets or revenue; the Customer shall obtain good title to the Gas Products received from the Supplier under a Customer Contract and that at the respective Delivery Point the Gas Product so received shall be free from all liens, charges and adverse claims of every description; and in the three (3) Years prior to the date of this Framework Agreement (or, if the Supplier has been in existence for less than three (3) Years, in the whole of such shorter period) it has: conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; fully complied with all applicable securities laws and regulations in the jurisdiction in which it is established; and not performed any act or made any omission with respect to its financial accounting or reporting which could have an adverse effect on the Supplier’s position as an ongoing business concern or its ability to fulfil its obligations under this Framework Agreement. Each time a Customer Contract is entered into the warranties, representations and undertakings in Clause 14 shall be deemed to be repeated by the Supplier with reference to the circumstances existing at the time that they are deemed to be repeated. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier. The Supplier acknowledges and agrees that: the warranties, representations and undertakings contained in this Framework Agreement are material adverse change and are designed to induce the Authority into entering into this Framework Agreement and to induce each potential Customer to enter into Customer Contracts; the Authority has been induced into entering into this Framework Agreement and in doing so has relied upon the warranties, representations and undertakings contained in this Framework Agreement; and each Customer will (amongst other things) on each and every occasion that it enters into a Customer Contract be induced into doing so by, and in being so induced shall rely upon, the warranties, representations and undertakings contained in this Framework Agreement. Subject to the other provisions of this Agreement, the Authority acknowledges that the Supplier may where appropriate deal solely with the Customer and rely on such obligor's financial condition. 3.5dealings with the Customer in matters relating to the supply of Gas Products and Additional Services under the relevant Customer Contract, including the giving and receiving of all notices and statements, the making and witnessing of all measurements and tests, the paying and receiving of all amounts due under the Customer Contracts and the settlement of all Disputes with respect thereto.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer warrants and represents to DFS that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a card holder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the card holder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the card holder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the card holder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (i) all persons acting on behalf that, without limiting the generality of obligors thereon have the authority foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover and any other card association or network organization related to bind the obligor; card holder and transaction information security, including without limitation Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (j) that all of the information contained in this Merchant Application and Service Agreement is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods sold or transferred giving rise thereto are services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global via the applicable card processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which results in a chargeback to the Merchant. Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER. Internal Revenue Service (“IRS”) Reporting Merchant herby warrants and certifies that: (i) the taxpayer identification number (“TIN”) provided on the Merchant Application is Merchant’s true and correct TIN; (ii) Merchant is not subject to any lienbackup withholding because (a) Merchant is exempt from backup withholding, claim(b) Merchant has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, encumbrance or security interest which (c) the IRS has notified Merchant that it is superior no longer subject to that of DFS; backup withholding, and (kiii) there are no proceedings Merchant is a citizen of the United States of America (“U.S.”) or actions known to Dealer which are threatened other U.S. person. (For federal tax purposes, Merchant is considered a U.S. person if Merchant is: an individual who is a U.S. citizen, or pending against any obligor thereon which might result U.S. resident alien, partnership, corporation, company or association created or organized in any material adverse change the United States or under the laws of the United States, and estate (other than a foreign estate), or a domestic trust (as defined in such obligor's financial condition. 3.5the Internal Revenue Code section 301.7701-7.))

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a cardholder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the cardholder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) all persons acting on behalf that none of obligors thereon have the authority sales transactions submitted hereunder for purchase represent sales to bind the obligor; any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the goods sold generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover and any other card association or transferred giving rise thereto are not subject network organization related to any liencardholder and transaction information security, claimincluding without limitation Payment Card Industry (PCI) Data Security Standards, encumbrance or security interest which is superior to that of DFS; Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) there are no proceedings that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or actions known representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to Dealer the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which are threatened represents a sale to any principal, partner, proprietor, or pending against owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any obligor thereon other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global Direct via the applicable card- processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which might result results in any material adverse change in such obligor's financial conditiona chargeback to the Merchant. 3.5Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card-processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. For each Account which Dealer lists on any ScheduleMerchant warrants, Dealer warrants represents and represents covenants to DFS that at all timesGlobal and Member that: (a) such Account is genuineeach sales transaction delivered hereunder will represent a bona fide sale to a cardholder by Merchant for the amount shown on the sales draft as the total sale and constitutes the binding obligation of the cardholder, free from any claim, demand, defence, setoff or other adverse claim whatsoever; (b) such Account is not evidenced by a judgment each sales draft or promissory note other evidence of indebtedness will accurately describe the goods and services that have been sold and delivered to the cardholder or similar instrument or agreementin accordance with his/her instructions; (c) it represents an undisputed bona fide transaction completed in accordance Merchant will comply fully with the terms of the invoices all federal, provincial and purchase orders relating theretolocal laws, rules and regulations applicable to its business; (d) Merchant will fulfill completely all of its obligations to the goods sold cardholder and will resolve any customer dispute or services rendered which resulted in complaint directly with the creation of such Account have been delivered or rendered to and accepted by the obligorcardholder; (e) the amounts shown signature on the Schedules, Dealer's books sales draft will be genuine and records authorized by cardholder and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingentforged or unauthorized; (f) no payments the sales transaction shall have been or will be made thereon except payments turned over consummated and the sales draft prepared in full compliance with the provisions of the Card Acceptance Guide and the operating regulations and rules of the applicable payment network, as amended from time to DFStime; (g) there are no offsetstransaction information, counterclaims including cardholder names and account numbers, shall be used solely to complete the transaction or disputes existing or asserted to re-present a chargeback with respect thereto to such transaction, and Dealer has not made any agreement the handling, retention and storage of transaction information will comply with any obligor for any deduction or discount the provisions of the sum payable thereunder except regular discounts allowed by Dealer in Card Acceptance Guide, applicable laws and the ordinary course operating regulations and rules of its business for prompt paymentthe payment networks, including without limitation the PCI Data Security Standard, as any of which may be modified from time to time; (h) there are no facts none of the sales transactions submitted hereunder represent sales by telephone, or events which in any way impair mail, or Internet, or where the validity or enforceability thereof or reduce card is not physically present at the amount payable thereunder from the amount shown Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized on the Schedules, Dealer's books and records and the invoices and statements delivered Merchant Application to DFS with respect theretosubmit such sales drafts for purchase; (i) all persons acting on behalf of obligors thereon have Merchant will not submit a transaction to Global and Member for processing until the authority to bind goods are shipped or services performed, as applicable, unless otherwise permitted by the obligorpayment networks; (j) none of the goods sold sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or transferred giving rise thereto are owner of Merchant; (k) all of the information contained in the Merchant Application is true and correct; and (l) Merchant is not a resident of the U.S. and is not subject to U.S. taxes. In the event that any lienforegoing warranty, claimrepresentation or covenant is breached, encumbrance the affected transaction may be refused, or security interest prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a transaction that is not the result of a sale of Merchant’s goods or services offered to the general public, or if Merchant submits any transactions for purchase hereunder which is superior represents a sale to that any principal, partner, proprietor, or owner of DFS; Merchant, such sales transaction may be refused or charged back, and Merchant hereby agrees to pay, and Merchant’s account(s) will be debited for, an additional fee (kcurrently, $100) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in for each such obligor's financial conditiontransaction. 3.5NEITHER MEMBER, NOR GLOBAL, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. For each Account The Subordinated Lender and the Borrower hereby warrant and represent to and for the benefit of the Bank as follows: The Subordinated Lender and the Borrower have full power and authority to own its assets and carry on the business currently carried on by it and enter into and perform and comply with its obligations under all loan agreements, credit agreements, facility letters and all other credit facility documents made or to be made between the Bank and the Borrower whether or not any other person is a party thereto which Dealer lists on shall include all standard terms and conditions of the Bank thereto (the “Lending Documents”) and under Security Documents (defined below) (collectively, the “Transaction Documents”); and to create the security expressed to be created by this Deed together with all other documents executed or to be executed as guarantee, indemnity or security whether by the Subordinated Lender, the Borrower or any Scheduleother party for the obligations of the Borrower under or in connection with the Lending Documents (the “Security Documents”). All actions, Dealer warrants conditions and represents things required to DFS be taken, fulfilled and done (including the obtaining of any necessary consents) in order (i) to enable the Subordinated Lender and the Borrower lawfully to enter into, exercise its rights (if any) and perform and comply with its obligations under the Transaction Documents (including granting the security expressed to be created by the Security Documents), (ii) to ensure that those obligations and such security are valid, legally binding and enforceable and in the case of such security, will at all times: times rank ahead of any other present or future security on or over the same assets or any part thereof and (aiii) such Account is genuine; (b) such Account is not evidenced to make each of the Transaction Documents admissible in evidence in the courts of Singapore, have been taken, fulfilled and done. The obligations of the Subordinated Lender and the Borrower under the Transaction Documents and the security expressed to be created by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed the Security Documents are legal, valid and binding obligations, enforceable in accordance with the terms of the invoices their respective terms, and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation case of such Account have been delivered security, will at all times rank ahead of any other present or rendered to and accepted by future security on or over the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been same assets or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5part thereof.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Borrower represents and warrants and represents to DFS that at all timesthe time of execution of this Agreement and at the time of each advance hereunder: (a) such Account Borrower is genuinein good standing, is qualified and licensed to do business in each jurisdiction in which the nature of its business or property so requires, does not conduct business with respect to its Mercury engine division under any trade styles or trade names in the United States except as disclosed by the Borrower to CDF in writing and has all the necessary authority to enter into and perform this Agreement and Borrower will not violate any law or regulation, or will not violate in any material respect its organizational documents, or material agreement binding upon it, by entering into or performing its Obligations under this Agreement; (b) such Account Borrower keeps its records respecting Accounts and chattel paper at its chief executive office identified below and/or at its Fond Du Lac, WI office, and the only locations at which Collateral is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments located have been or will be made thereon except payments turned over disclosed by the Borrower to DFSCDF in writing prior to the execution of this Agreement (together with additional locations of Borrower in the United States with respect to which Borrower gives CDF at least thirty (30) days prior written notice, “Permitted Locations”); (c) this Agreement correctly sets forth Borrower’s true legal name, the type of its organization (if not an individual), the state in which Borrower is incorporated or otherwise organized, and Borrower’s organizational identification number, if any; (d) all information supplied by Borrower to CDF, including any financial, credit or accounting statements or application for credit, in connection with this Agreement is true and correct in all material respects; (e) all advances and other transactions hereunder are for business purposes and not for personal, family, household or any other consumer purposes; (f) Borrower has good title to all Collateral; (g) there are no offsets, counterclaims actions or disputes existing proceedings pending or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events threatened against Borrower which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered could reasonably be expected to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in Borrower’s financial or business condition; (h) when requested by CDF, Borrower will provide CDF with a copy of Borrower’s organizational documents, and will provide any subsequent amendments thereto bearing indicia of filing from the appropriate governmental authority, or such obligor's financial condition. 3.5other documents verifying Borrower’s true and correct legal name as CDF may request from time to time; and (i) CDF’s security interest in the Accounts will at all times constitute a perfected, first security interest in such Accounts and will not become subordinate to the security interest or claim of any Entity.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a cardholder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the cardholder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) all persons acting on behalf that none of obligors thereon have the authority sales transactions submitted hereunder for purchase represent sales to bind the obligor; any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the goods sold generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, American Express, Discover and any other card association or transferred giving rise thereto are not subject network organization related to any liencardholder and transaction information security, claimincluding without limitation Payment Card Industry (PCI) Data Security Standards, encumbrance or security interest which is superior to that of DFS; Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) there are that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global Direct via the applicable card- processing network. Global Direct and Member shall have no proceedings responsibility for or actions known liability in connection with any hardware, software or services Merchant receives from a third party agent, even if Global Direct collects monies with respect to Dealer such hardware, software or services. Neither Global Direct nor Member makes any representation or warranty with respect to such agent’s access to or ability to integrate with the products, services, and systems of Global Direct and any such access or ability may terminate at any time and Global Direct shall have no obligation to advise Merchant of such termination. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which are threatened or pending against results in a chargeback to the Merchant. Global Direct and Member have no responsibility for any obligor thereon which might result card transactions until it receives data for the card transaction in any material adverse change in such obligor's financial conditionthe format required by Global Direct. 3.5Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card-processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT, SOFTWARE OR SERVICES LEASED, SOLD OR OTHERWISE FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. For (A) Borrowers and Junior Lender, severally, each Account which Dealer lists hereby represents and warrants: (i) that it has not relied and will not rely on any Schedule, Dealer warrants and represents representation or information of any nature made by or received from Lender relative to DFS that at all times: (a) such Account is genuineBorrowers in deciding to execute this Agreement or to permit it to continue in effect; (bii) such Account that a copy of the Subordinated Note evidencing the Subordinated Debt is not evidenced by a judgment or promissory note or similar instrument or agreementattached hereto as Exhibit A; (ciii) it represents an undisputed bona fide transaction completed in accordance with that a list of all documents and instruments evidencing the terms Subordinated Debt, including all security documents and guaranties, is as set forth on Exhibit B, copies of which have been provided to Lender, and which documents and instruments have not been amended or modified; (iv) that Junior Lender is the lawful owner of the invoices Subordinated Debt and purchase orders relating no part thereof is subject to any defense, offset or counterclaim; (v) that Junior Lender has not heretofore assigned or transferred any of the Subordinated Debt, except for participation interests therein, or any collateral or security pertaining thereto; (dvi) that there is no other collateral securing the Subordinated Debt except as set forth on Exhibit B; (vii) Junior Lender holds no mortgage on the real property of any Borrower other than as set forth on Exhibit B; (viii) the goods sold or services rendered which resulted in current principal balance of the creation of such Account have been delivered or rendered to and accepted by the obligorSubordinated Debt is $5,000,000; (eix) that it has no knowledge of any previous default or event of default under any of the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer Subordinated Documents which has not made any agreement with any obligor for any deduction been cured or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFSwaived; and (kx) that to its knowledge, there are currently exists no proceedings default or actions known to Dealer which are threatened event of default of any nature under the terms and provisions of any of the Subordinated Documents, or pending against any obligor thereon which might combination thereof, and no condition which, with the giving of notice and/or the passage of time, would result in any material adverse change in such obligor's financial condition. 3.5an event of default.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Company warrants and represents to DFS that at all timesrepresents, except for the rights of First Lenders under the Credit Agreement and those exceptions contained therein which would not create a material adverse effect on the security granted hereunder: (a) such Account except as may be otherwise disclosed in an attachment to this Agreement, Company has rights in or the power to transfer the Collateral and its title to the Collateral is genuine; free and clear of all liens or security interests, except Kojaian's and First Lenders' security interests and except for "Permitted Liens" (as that term is defined in the Credit Agreement), (b) such Account is not evidenced all Chattel Paper constituting Collateral evidences a perfected security interest in the goods covered by a judgment or promissory note or similar instrument or agreement; it free from all other liens and security interests, (c) it represents an undisputed bona fide transaction completed in accordance with no financing statements, other than that of Kojaian and First Lenders and any other holders of Permitted Lines, are on file covering the terms Collateral or any of the invoices and purchase orders relating thereto; it, (d) if Inventory is represented or covered by documents of title, Company is the goods sold or services rendered which resulted in owner of the creation documents free of such Account have been delivered or rendered to all liens and accepted by the obligorsecurity interests other than Kojaian's security interest and warehousemen's charges, if any, not delinquent; (e) the amounts shown on Company's exact legal name and the Schedules, Dealeraddress of the Company's books and records and all invoices and statements delivered to DFS with respect thereto chief executive office are owing to Dealer and are not contingentas set forth in the first paragraph of this Agreement; (f) no payments have been or will be made thereon except payments turned over to DFSif the Company is a Registered Organization, the form of its organization and the State under which it is organized are as set forth in the first paragraph of this Agreement; (g) there are no offsetsthe Collateral, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed wherever located, is covered by Dealer in the ordinary course of its business for prompt paymentthis Agreement; (h) there the amounts represented by Company as owing to Company in respect of each Account, Chattel Paper and General Intangible are no facts or events which accurate in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect theretoall material respects; (i) all persons acting on behalf the execution and delivery of obligors thereon have the authority this Agreement and any instruments evidencing Liabilities will not violate nor constitute a breach of Company's Articles of Incorporation, By-Laws, Articles of Organization, Partnership Agreement, if any, or any agreement or restriction of any type whatsoever to bind the obligorwhich Company is a party or is subject; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no actions or proceedings or actions known to Dealer which are threatened or pending against any obligor thereon Company which might result in any material adverse change in such obligorCompany's financial condition. 3.5condition or which might materially affect any of Company's assets; and (k) Company has duly filed all federal, state, and other governmental tax returns which Company is required by law to file, and will continue to file same during such time as any of the Liabilities hereunder remain owing to KOJAIAN, and all such taxes required to be paid have been paid, in full.

Warranties and Representations. For each Account which Dealer Borrower lists on any Schedule, Dealer Borrower warrants and represents to DFS CDF, to the best of Borrower’s information and belief, that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's Borrower’s books and records and all invoices and statements delivered to DFS CDF with respect thereto are owing to Dealer Borrower and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFSCDF; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer Borrower has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer Borrower in the ordinary course of its business for prompt paymentpayment which have been disclosed to CDF; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's Borrower’s books and records and the invoices and statements delivered to DFS CDF with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not were not, immediately prior to such sale or transfer, subject to any lien, claim, encumbrance or security interest which is superior to that of DFSCDF other than liens in favor of Borrower’s lenders under the Credit Agreement (as defined in Section 5.2.2 herein); and (k) there has been no material adverse change in the obligor’s financial condition since the creation of the Account, and there are no proceedings or actions known to Dealer Borrower which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's ’s financial condition. 3.5.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer The Borrower represents and warrants and represents to DFS that at all timesthat: ------------------------------- (a) such Account it is genuinea business trust duly organized, validly existing under the laws of the State of New Jersey; (b) such Account the execution, issuance and delivery of this Note by the Borrower are within its trust powers and have been duly authorized, and the Note is valid, binding and enforceable in accordance with its terms, and is not evidenced in violation of law or of the terms of the Borrower's Declaration of Trust and does not result in the breach of or constitute a default under any indenture, agreement or undertaking to which the Borrower is a party or by a judgment which it or promissory note its property may be bound or similar instrument or agreementaffected; (c) it represents an undisputed bona fide transaction completed in accordance with no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the terms due execution, delivery and performance by the Borrower of the invoices and purchase orders relating theretothis Note; (d) the goods sold or services rendered which resulted in the creation of such Account have been it has delivered or rendered caused to be delivered its most recent balance sheet, income statement and accepted by statement of cash flows to the obligorBank which are complete and correct and fairly represent the financial condition of the Borrower and its subsidiaries as of the dates thereof and for the periods covered thereby, which financial condition has not materially, adversely, changed since the date of the most recently dated balance sheet heretofore furnished to the Bank; (e) no Event of Default (as hereinafter defined) has occurred and no event has occurred which with the amounts shown on giving of notice or the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingentlapse of time or both would constitute an Event of Default; (f) no payments have been the Borrower shall not use any part of the proceeds of any Loan to purchase or will be made thereon except payments turned over carry any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or to DFSextend credit to others for the purpose of purchasing or carrying any margin stock; (g) there are is no offsetspending or, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount to the knowledge of the sum payable thereunder Borrower, threatened action or proceeding affecting the Borrower before any court, governmental agency or arbitrator which, if determined adversely to the Borrower would have a materially adverse effect on the financial condition or operations of the Borrower except regular discounts allowed by Dealer as described in the ordinary course financial statements of its business for prompt paymentthe Borrower heretofore furnished to the Bank; and (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books occasion of the granting of each Loan all representations and records warranties contained herein shall be true and correct and with the invoices same force and statements delivered to DFS with respect thereto; (i) all persons acting effect as though such representations and warranties had been made on behalf and as of obligors thereon have the authority to bind date of the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that making of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in each such obligor's financial condition. 3.5Loan.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer The Vendor warrants and represents to DFS the Purchaser in the terms of Part I of the Fifth Schedule hereto in respect of the UK Company and the German Company and the US Vendor warrants and represents to the Purchaser in the terms of Parts I and 2 of the Fifth Schedule hereto in respect of the US Company and the Vendor and the US Vendor acknowledge that the Purchaser is entering into this Agreement in reliance on each of the Warranties The Warranties are given subject to matters fairly disclosed in the Disclosure Letters The Warranties shall be separate and independent and save as expressly provided shall not be limited by reference to any other sub-paragraph or anything in this Agreement other than the provisions of Part 3 of the Fifth Schedule. Without restricting the rights of the Purchaser or the ability of the Purchaser to claim damages on any basis available to it in the event that any of the Warranties is broken or proves to be untrue or misleading, the Warrantors shall in such event pay to the Purchaser on demand the amount necessary to put the Companies or any of them into the position which would have existed if the Warranties had not been broken and had been true and not misleading together with all costs and expenses incurred by the Purchaser and any of the Companies as a result of such breach. Where any statement in the Fifth Schedule is qualified by the expression "KIB" "so far as the Warrantors are aware" or the expression "to the best of the Warrantors' knowledge, information and belief "or any similar expression or wording of similar import, that statement shall be deemed to include an additional statement that it has been made after due enquiry of the Directors of Husky Computers Limited (other than J G Xxxxxx xxx A Stanxxxx) xxd Messrs L Lamb and M A Jenkxxx Any information supplied by or on behalf of the Companies or the respective officers to the Guarantor, the Warrantors or their agents or accountants, solicitors or other advisors in connection with the Warranties or otherwise in relation to the business and affairs of the Companies shall not constitute a representation or warranty or guarantee as to the accuracy thereof by the Company and the Warrantors and the Guarantor hereby waive any and all claims which they might otherwise have against the Company in respect thereof The Guarantor and the Warrantors shall procure that (save only as may be necessary to give effect to this Agreement) neither they nor the Company shall knowingly do or procure any act or omission before Completion which would constitute a breach of any of the Warranties if they were given at all times: Completion or which would make any of such Warranties inaccurate or misleading if they were so given Each of the sub-paragraphs of Part 1 of the Fifth Schedule applies (aunless the context otherwise requires) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it to each of the Companies and references therein to "the Company" shall be interpreted accordingly. Guarantor's Warranty -------------------- The Guarantor warrants and represents an undisputed bona fide transaction completed to the Purchaser that the aggregate value of the Net Tangible Assets of the Companies at the close of business on 20 June 1997 determined in accordance with the terms same accounting policies as those applied in the Accounts and in accordance with the Eighth Schedule will not be less than (p)6,000,000 less the amount of any overdraft with Lloyds Bank plc of the invoices and purchase orders relating thereto; (d) UK Company at Completion. The parties agree that the goods sold or services rendered which resulted procedure set out in the creation of such Account have been delivered or rendered Eighth Schedule shall be followed in relation to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount determination of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5Net Tangible Assets.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Company warrants and represents that each Account Receivable sold and assigned to DFS that at all timesFactor hereunder: (a) such Account is genuine; (b) such Account is not evidenced by shall be genuine and valid and shall represent a judgment completed delivery or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed performance in accordance with the terms fulfillment in every respect of the invoices terms, conditions and purchase orders relating thereto; (d) the goods sold specifications of a bona fide, uncancelled and unexpired sale or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer service in the ordinary course of its business to a Customer which is not affiliated with Company in full compliance with the specifications of such Customer; (b) Company shall be at the time of delivery or performance the absolute owner of all merchandise and other property involved; (c) Company has not granted and, without Factor's prior written consent, Company will not hereafter" grant to any other Person until all security interests granted hereunder have been terminated, a security interest in, or grant to any other Person any right to purchase, the Factored Accounts; (d) is enforceable for prompt paymentthe full amount thereof and will be subject to no dispute or claim by the Customer in whole or in part as to price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra accounts or any other defense of any other kind and character, real or claimed; (e) will be subject to no discounts, deductions, allowances, offsets, counterclaims or other contra items or to no special terms of payment which are not shown on the face of the invoice thereof; (f)will not represent a delivery of merchandise upon "consignment," "guaranteed sale," "sale or return," "payment on reorder" or similar terms; (g) is payable in United States Dollars and has been invoiced to the Customer by an invoice that bears notice of the sale and assignment to Factor in compliance with the terms of this Agreement; and (h) there are no facts will not represent a "pack, xxxx and hold" transaction unless Company furnishes Factor with a copy of the Customer's purchase order and has obtained Customer's agreement to grant Factor a security interest in the merchandise and to pay for the merchandise at the maturity date of the invoice irrespective of whether or events which in any way impair not Company has received instructions to deliver the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect theretosame; (i) all persons acting on behalf Company agrees to notify Factor promptly of obligors thereon have any change in the authority to bind name, corporate structure, or business addresses or location of the obligorCompany; (j) All applicable state and federal laws have been complied with in conjunction with all of the goods Factoring Agreement, as well as all of the transactions arising pursuant to the Factoring Agreement. Company acknowledges to Factor that the non-compliance with such laws constitutes a breach of this Agreement and would have an adverse impact on the value, enforceability and/or collectability of any Factored Account sold and assigned to Factor pursuant to this Agreement; (k) Company is duly incorporated and in good standing in its state of incorporation and those states in which Company conducts business and shall remain so for so long as this Agreement is in effect; (1) the Factoring Agreement, and the transaction entered into in connection therewith, does not and shall not contravene any applicable statute, law or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFSregulation; and (km) there are no proceedings or actions known to Dealer which are threatened or pending against the Factoring Agreement correctly sets forth all of the terms of the factoring relationship between Company and the Factor. Company shall provide Factor with immediate notice of any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5breach of the Factoring Agreement.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Client warrants and represents that each Account Receivable sold and assigned to DFS that Factor hereunder, at all timesthe time of such sale and assignment: (a) such Account is genuine; (b) such Account is not evidenced by shall be genuine and valid and shall represent a judgment completed delivery or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed performance in accordance with the terms fulfillment in every respect of the invoices terms, conditions and purchase orders relating thereto; (d) the goods sold specifications of a bona fide, uncancelled and unexpired sale or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer service in the ordinary course of its business to a customer which is not affiliated with Client in full compliance with the specifications of such customer; (b) Client shall be at the time of delivery or performance the absolute owner of all merchandise and other property involved; (c) except for prompt paymentFactor's interest therein, there are no security interests, liens or encumbrances thereon; (d) is enforceable for the full amount thereof and will be subject to no dispute or claim by the customer in whole or in part as to price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra accounts or any other defense of any other kind and character, real or claimed; (e) will be subject to no discounts, deductions, allowances, offsets, counterclaims or other contra items or to no special terms of payment which are not shown on the face of the invoice thereof; (f) will not represent a delivery of merchandise upon "consignment," "guaranteed sale," "sale or return," "payment on reorder" or similar terms; (g) is payable in United States Dollars and has been invoiced to the customer by an invoice that bears notice of the sale and assignment to Factor in compliance with the terms of this Agreement; and (h) there are no facts or events which in any way impair will not represent a "pack, bill and hold" transaction unless Xxxent furnishes Factor with a copy of the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealercustomer's books purchase order and records and the invoices and statements delivered has obtained customer's agreement to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or grant Factor a security interest which is superior in the merchandise and to that pay for the merchandise at the maturity date of DFS; and (k) there are no proceedings the invoice irrespective of whether or actions known not Client has received instructions to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5deliver the same.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Grantor warrants and represents represents, except as may be otherwise disclosed in an attachment to DFS that at all timesthis Agreement: (a) such Account Grantor has rights in or the power to transfer the Collateral and its title to the Collateral is genuine; free and clear of all liens or security interests, except Bank’s security interests, except Bank’s security interest and Permitted Liens (as defined in the Loan Agreement), (b) such Account is not evidenced all Chattel Paper constituting Collateral evidences a perfected security interest in the goods covered by a judgment or promissory note or similar instrument or agreement; it free from all other liens and security interests, except Bank’s security interest and Permitted Liens, (c) it represents an undisputed bona fide transaction completed in accordance no financing statements, other than that of Bank or with respect to leases or Permitted Indebtedness, are on file covering the terms Collateral or any of the invoices and purchase orders relating thereto; it, (d) if Inventory is represented or covered by documents of title, Grantor is the goods sold or services rendered which resulted in owner of the creation documents free of such Account have been delivered or rendered to all liens and accepted by the obligor; security interests other than Bank’s security interest, warehousemen’s charges, if any, not delinquent, and Permitted Liens, (e) the amounts shown on Grantor’s exact legal name and the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto address of the Grantor’s chief executive office are owing to Dealer and are not contingentas set forth in the first paragraph of this Agreement; (f) no payments have been or will be made thereon except payments turned over to DFSif the Grantor is a registered organization, the form of its organization and the State under which it is organized are as set forth in the first paragraph of this Agreement; (g) there are no offsetseach Account, counterclaims Chattel Paper and General Intangible constituting Collateral is genuine and enforceable against the account debtor according to its terms, and it, and the transaction out of which it arose, substantially complies with all applicable laws and regulations, the amount represented by Grantor to Bank as owing by each account debtor is the amount actually owing and is not subject to setoff, credit, allowance or disputes existing or asserted with respect thereto and Dealer has not made adjustment except any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment or such discounts typical of, or consistent with, Grantor’s past practices, nor has any account debtor returned a material amount of goods or disputed a material liability, there has been no default according to the terms of any such Collateral, except for such defaults that would not result in a material adverse effect on Grantor’s business, and no step has been taken to foreclose the security interest it evidences or to otherwise enforce its payment; (h) there are no facts the execution and delivery of this Agreement and any instruments evidencing Liabilities will not violate nor constitute a breach of Grantor’s Articles of Incorporation, By-Laws, or events any agreement or restriction of any type whatsoever to which Grantor is a party or is subject, except for such breaches that would not result in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown a material adverse effect on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect theretoGrantor’s business; (i) all persons acting financial statements of Grantor delivered or to be delivered by Grantor to the Bank have been prepared in accordance with generally accepted accounting principles applied on behalf a consistent basis throughout the periods covered thereby, except as otherwise noted therein, and fairly present the financial conditions and results of obligors thereon have operations of Grantor, on the authority to bind bases therein stated, as of the obligorrespective dates thereof; since the date of said financial statements there has been no material adverse change in the financial condition of Grantor; (j) to the goods sold or transferred giving rise thereto are not subject to any lienknowledge of Grantor, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no actions or proceedings or actions known to Dealer which are threatened or pending against any obligor thereon Grantor which might could reasonably be expected to result in any material adverse change in Grantor’s financial condition or which could reasonably be expected to materially effect the Collateral; (k) Grantor has duly filed all federal, state, and other governmental tax returns which Grantor is required by law to file, and will continue to file same during such obligor's financial condition. 3.5time as any of the Liabilities hereunder remain owing to Bank, and all such taxes required to be paid have been paid, in full; and (l) Grantor’s Patent Rights, trademark rights, and rights in Copyright material to its business, have not been adjudged invalid or unenforceable in whole or in part, and are not currently being challenged in any way; (m) Grantor’s Patent Rights, trademark rights, and rights in Copyright material to its business have not lapsed or expired; (n) Grantor’s Patent Rights, trademark rights, and rights in Copyright material to its business are not the subject of a claim threatened in writing that their use constitutes an infringement of any senior or dominant United States or foreign patent or other third party intellectual property right, (o) Borrower has an ownership interest in the registered trademark ONEDOMAIN (R/N 2866661) and IMART (R/N 2429214) and an ownership interest in the unregistered trademarks IMART (word plus design of two interlocking circles), Direct Marketing Architecture, Direct Selling Architecture, Direct Architecture and Loyalty Marketplace; (p) Borrower has an exclusive ownership interest in the domain name xxx.xxxxx.xxx, and has no other domain names material to its business as of the execution date; (q) Borrower claims an exclusive proprietary interest in the source code known as the “One Domain Template Website System,” “iMart Direct Architecture,” “iMart Direct Marketing Architecture,” “iMart Direct Selling Architecture,” and “Loyalty Marketplace” and no other source code and related technology material to its business as of the execution date.”; (r) Borrower has a registered copyright entitled “website/iDSA/xxxxxxxxxxx.xxx” (R/N TX-5-822-684) and a registered copyright entitled “Admin/iDSA/xxxxxxxxxxx.xxx (R/N TX-5-822-685) and a registered copyright entitled “One Domain Template Website System” (R/N TX-6-120-614) and no other registered copyrights or material eligible for copyright protection material to its business as of the execution date.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Client warrants and represents to DFS that at all times: (a) Client is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and agrees that it shall not change such Account is genuine; state of incorporation without giving Factor sixty (60) days prior written notice of such change, (b) Client is duly qualified to do business and in good standing in each other jurisdiction where its ownership of property or the conduct of its business requires such Account is qualification, except where the failure to be so qualified could not evidenced by reasonably be expected to have a judgment material adverse effect on Client's business or promissory note or similar instrument or agreement; assets, (c) it represents an undisputed bona fide transaction completed Client operates its business in accordance material compliance with all applicable local, state and federal laws, including without limitation the terms of the invoices Fair Labor Standards Act and purchase orders relating thereto; all applicable tax withholding laws and regulations, and (d) the goods sold each Accounts Receivable: (i) is genuine and valid and represents a completed delivery or services rendered which resulted performance in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with fulfillment in every respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer terms, conditions and specification of a bona fide, uncancelled and unexpired sale or service in the ordinary course of its business for prompt paymentto a customer which is not affiliated with Client in full compliance with specifications of such customer; (hii) there is enforceable for the full amount thereof and shall at all time submitted to Factor be subject to no dispute or claim by the customer in whole or in part as to price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra accounts or any other defense of any other kind and character (sometimes referred to herein, individually or collectively, as a "DISPUTE"), real or claimed which are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount not shown on the Schedules, Dealer's books and records and face of the invoices and statements delivered to DFS with respect theretoinvoice thereof; (iiii) is free of all persons acting on behalf of obligors thereon have security interests, liens and encumbrances except for the authority lien granted to bind the obligorFactor under this Agreement; (jiv) does not represent a delivery of merchandise upon "consignment," "guaranteed sale," "sale or return," "payment on reorder" or similar terms; (v) is payable in United States Dollars and has been invoiced to the goods sold or transferred giving rise thereto are not subject customer by an invoice that bears notice of the sale and assignment to any lien, claim, encumbrance or security interest which is superior to that Factor in compliance with the terms of DFSthis Agreement; and (kvi) there are no proceedings does not represent a "pack, xxxx and hold" transaction unless Client has complied with Factor's requirements in respect thereof. Client further represents and warrants that it shall be the absolute owner of all merchandise and other property involved at the time of delivery or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5performance.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a cardholder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the cardholder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) all persons acting on behalf that none of obligors thereon have the authority sales transactions submitted hereunder for purchase represent sales to bind the obligor; any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the goods sold generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, American Express, Discover, PayPal and any other card association or transferred giving rise thereto are not subject network organization related to any liencardholder and transaction information security, claimincluding without limitation Payment Card Industry (PCI) Data Security Standards, encumbrance or security interest which is superior to that of DFS; Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) there are that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global Direct via the applicable card- processing network. Global Direct and Member shall have no proceedings responsibility for or actions known liability in connection with any hardware, software or services Merchant receives from a third party agent, even if Global Direct collects monies with respect to Dealer such hardware, software or services. Neither Global Direct nor Member makes any representation or warranty with respect to such agent’s access to or ability to integrate with the products, services, and systems of Global Direct and any such access or ability may terminate at any time and Global Direct shall have no obligation to advise Merchant of such termination. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which are threatened or pending against results in a chargeback to the Merchant. Global Direct and Member have no responsibility for any obligor thereon which might result card transactions until it receives data for the card transaction in any material adverse change in such obligor's financial conditionthe format required by Global Direct. 3.5Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card-processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT, SOFTWARE OR SERVICES LEASED, SOLD OR OTHERWISE FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer warrants and represents to DFS CDF that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS CDF with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFSCDF; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt paymentpayment which have been disclosed to CDF; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS CDF with respect thereto; (i) all persons known to Dealer to be acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not were not, immediately prior to such sale or transfer, subject to any lien, claim, encumbrance or security interest which is superior to that of DFSCDF, other than (i) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith and for which adequate reserves have been established by Dealer, (ii) liens of materialmen, mechanicsmen, warehousemen, or carriers or like items arising in the ordinary course of business and securing obligations which are not yet delinquent, and (iii) purchase money liens or purchase money security interests; and (k) there has been no material adverse change in the obligor’s financial condition since the creation of the Account, and there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer warrants and represents to DFS CDF that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's ’s books and records and all invoices and statements delivered to DFS CDF with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFSCDF; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt paymentpayment which have been disclosed to CDF; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's ’s books and records and the invoices and statements delivered to DFS CDF with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not were not, immediately prior to such sale or transfer, subject to any lien, claim, encumbrance or security interest which is superior to that of DFSCDF; and (k) there has been no material adverse change in the obligor’s financial condition since the creation of the Account, and there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's ’s financial condition. 3.5.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer 7.1 Customer warrants and represents with respect to DFS all of The Bill(s) xxxd to SYSTRAN that at all times: (a) such Account is genuineThe Bill(s) xxx genuine and in all respects what they purport to be; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreementCustomer has good title to The Bill(s) xxx The Bill(s) xxx free and clear of all encumbrances, liens and prior claims, and that the Customer has the legal right to sell The Bill(s); (c) it represents an undisputed bona fide transaction completed Customer has no knowledge of any fact which may impair the validity of The Bill(s) xx make them uncollectible in accordance with its terms and face amount (other than contras related to bill baxxx and promotions not to exceed Customer's actual dilution rate with respect to The Bills, measured in the aggregate, provided that such dilution is less than or equal to that portion of the Deposit for such Bill wixxxxld by SYSTRAN pursuant to Section 4.1); (d) for transportation Customers, The Bill(s) xxxe made in accordance with the terms laws and the regulations of the invoices Federal Highway Administration or other federal regulatory agency, and purchase orders relating thereto; (d) the goods sold appropriate state regulatory commission or services rendered made according to lawful and valid contracts which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligorCustomer has executed; (e) for transportation Customers, The Bill(s) xxx supported by lawful, effective and complete bills of lading or other contract of carriage together with bona fide, genuine, valid and signed delivery receipts, and Customer will not modify or delete any of the amounts shown on terms of the Schedules, Dealer's books and records and all invoices and statements delivered to DFS original Bills or Special Purchase Bills or bill of xxxing with respect thereto are owing to Dealer and are not contingentsame; (f) there are no payments have counterclaims or setoffs or defenses existing in favor of the Debtor, whether arising from the services provided or goods sold which are the subject of The Bill(s) xx otherwise and there has been no agreement as to the issuance or will be made thereon except payments turned over granting of any discount on The Bill(s) (xxher than contras related to DFSbill baxxx and promotions not to exceed Customer's actual dilution rate with respect to The Bills, measured in the aggregate, provided that such dilution is less than or equal to that portion of the Deposit for such Bill wxxxxeld by SYSTRAN pursuant to Section 4.1); (g) there are no offsets, counterclaims The Bill(s) xxx not a duplicate of and do not cover the same services provided or disputes existing goods sold as a Bill or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction Xxxcial Purchase Bill prxxxxusly purchased by SYSTRAN from the Customer or discount of billed directly by the sum payable thereunder except regular discounts allowed by Dealer in Customer to the ordinary course of its business for prompt paymentDebtor; (h) there Customer does not own, control, or exercise dominion over the business of any Debtor whose Bills or Special Purchase Bills are sold and assigned by Customer to SYSTRAN, Customer is not a subsidiary of any Debtor and no facts Debtors control or events which in any way impair exercise dominion over the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect theretobusiness of Customer; (i) all persons acting on behalf Customer will not under any circumstances or in any manner whatsoever interfere with any of obligors thereon have the authority to bind the obligorSYSTRAN's rights under this Agreement in connection with SYSTRAN's purchase of The Bill(s); (j) Customer has not and will not pledge the credit of SYSTRAN to any person or business for any purpose whatsoever; (k) for non-transportation Customers, until the sale by Customer to Debtor of the goods sold or transferred giving rise thereto are not subject described in The Bill(s), Xustomer had good title to any lienthe goods sold, claimthe goods were free of all encumbrances, encumbrance or security interest which is superior liens and prior claims, and Customer had the legal right to that of DFSsell the goods; and (kl) there are no proceedings the Debtor is located in the United States of America or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5of the following provinces of Canada: Ontario, Nova Scotia, Newfoundland, Labrador, Alberta, Manitoba, Saskatchewan, British Columbia, Prince Xxxxxx Xxxxxx and the Yukon Territory.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Client warrants and represents that each account receivable assigned and sold to DFS that at all timesFactor hereunder: (a) such Account is genuine; (b) such Account is not evidenced by shall be genuine and valid and shall represent a judgment completed delivery or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed performance in accordance with the terms fulfillment in every respect of the invoices terns, conditions and purchase orders relating thereto; (d) the goods sold specifications of a bona fide, uncancelled and unexpired sale or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer service in the ordinary course of its business for prompt paymentto a customer which is not affiliated with Client in full compliance with the specifications of such customer, (b) Client shall be at the time of delivery or performance the absolute owner of all merchandise and other property involved; (hc) except for Factor's interest therein, there are no facts security interests, liens or events encumbrances thereon: (d) will be subject to no dispute or claim by the customer in whole or in part as to price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra accounts or any other defense of any other kind and character, real or claimed; (e) will be subject to no discounts, deductions, allowances, offsets, counterclaims or other contra items or to no special terms of payment which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount are not shown on the Schedules, Dealer's books and records and face of the invoices and statements delivered to DFS with respect theretoinvoice thereof; (if) all persons acting will not represent a delivery of merchandise upon "consignment," "guaranteed sale," "sale or return," "payment on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold reorder" or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFSsimilar terms; and (kg) there are no proceedings will not represent a "pack, xxxx and hold" transaction unless Client furnishes Factor with a copy of the customer's purchase order and has obtained customer's agreement to grant Factor a security interest in the merchandise and to pay for the merchandise at the maturity date of the invoice irrespective of whether or actions known not Client has received instructions to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5deliver the same.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer warrants and represents to DFS CDF that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's ’s books and records and all invoices and statements delivered to DFS CDF with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFSCDF; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt paymentpayment which have been disclosed to CDF; (h) there are no facts or events known to Dealer which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's ’s books and records and the invoices and statements delivered to DFS CDF with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligorobligor to the knowledge of Dealer; (j) following the date of the initial funding pursuant to this Agreement, the goods sold or transferred giving rise thereto are not were not, immediately prior to such sale or transfer, subject to any lien, claim, encumbrance or security interest which is superior to that of DFSCDF; and (k) there has been no material adverse change in the obligor’s financial condition known to Dealer since the creation of the Account, and there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's ’s financial condition. 3.5.

Warranties and Representations. For each Account which Dealer lists on In addition to any Schedulewarranty or representation that Seller expressly has extended to BUYER regarding the Goods or Services, Dealer Seller warrants and represents to DFS that at all timesthat: (ai) such Account is genuinethe Goods will be free from defects in workmanship, design and/or materials; (bii) such Account is the Goods will be newly manufactured ( meaning that they must not evidenced by a judgment or promissory note or similar instrument or agreementhave been previously used for any purpose ) and that they will comply with any and all samples, drawings, blueprints, designs, and specifications; (ciii) it represents an undisputed bona fide transaction completed the Goods will not infringe any third party intellectual property rights; (iv) Seller has and will have good and marketable title to all Goods delivered to BUYER in accordance with the terms Agreements, free and clear of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records any and all invoices liens and statements delivered encumbrances, and that Seller has full and complete legal rights to DFS with respect thereto are owing manufacture and sell the Goods to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made BUYER without the consent of any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFSthird party; and (kv) there all Services will be performed in a timely, professional, and workmanlike manner in accordance with the highest industry standards. The term of the warranties set forth by this Section will be the longer of (a) the maximum term allowed by applicable law; or (b) twenty-four ( 24 ) months from the date of acceptance of the Goods to which the warranties apply, unless otherwise specified by BUYER. During the applicable warranty term and upon BUYER’s request, Seller, at its sole expense, must repair, replace or reimburse BUYER for all or any part of any Good that fails to comply with any of the warranties and representations set forth in this Section. Furthermore, BUYER must have the right to return to Seller at Seller’s sole expense Goods shipped to BUYER that are no proceedings in excess of or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5less than the quantity designated by the Agreement.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Seller hereby represents and warrants and represents to DFS that at all timesBuyer that: (a) such Account is genuineSeller has all necessary power and authority to own, lease and operate the Purchased Assets and to operate the Business as now being conducted; (b) such Account is not evidenced by Seller has the requisite power and authority to execute, deliver, and perform this Agreement, and when executed and delivered at Closing, will constitute a judgment or promissory note or similar instrument or agreementvalid and binding obligation of Seller; (c) it represents an undisputed bona fide transaction completed in accordance with Neither the terms execution, delivery or performance of this Agreement nor the consummation of the invoices and purchase orders relating theretotransactions contemplated hereby: (i) will conflict with any provision of the organizational charter or bylaws of Seller; (ii) will conflict with, will result in a violation of any applicable law or judgment; (iii) will result in a breach of any assumed obligation; or (iv) will create any lien or encumbrance upon any of the Purchased Assets; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered Seller has good and marketable title to all Purchased Assets and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount none of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not Purchased Assets is subject to any lien, claimencumbrance, encumbrance claim or security interest (collectively, the “Liens”); (e) The cash flow statements, balance sheets and profit and loss statements provided to Buyer by Seller are true and correct in all material respects and present fairly the operating income and financial condition of Seller and its Business as of their respective dates; (f) All returns, reports and statements relating to the Purchased Assets or to the operation of the Business which Seller is superior required to file with any governmental agency have been filed, and complied with; (g) Seller has filed or has caused to be filed all federal, state, county, local or city tax returns affecting the Purchased Assets or the operation of the Business which are required to be filed by Seller, and all tax assessments and other governmental charges which are due and payable have been timely paid; (h) There are no actions, suits, proceedings, orders or claims pending or threatened against Seller, or pending or threatened by Seller against any third party which relate to, or in any way affect, the Purchased Assets or the operation of the Business; (i) Seller has complied in all material respects with all applicable federal, state and local laws, rules, regulations, ordinances, codes, statutes, judgments, orders and decrees in connection with the ownership of the Purchased Assets and the operation of the Business and that neither the ownership nor the use of DFSthe Purchased Assets conflicts with the rights of any other person or entity; (j) Seller has no contingent liabilities or other liabilities outside the ordinary course of business; (k) The books and other records of the Seller relating to the Business are true, correct and complete in all material respects; (l) The Purchased Assets include all Purchased Assets used or useful in connection with the operation of the Business as currently operated; (m) Upon the consummation of the transactions contemplated hereby, Seller will transfer good and valid title to the Purchased Assets free and clear of any Liens; (n) The Purchased Assets will be fit for their intended purposes and be fully functional as represented prior to the Closing; (o) Since Buyer’s inspection of the Purchased Assets, there has not been and will not be in the foreseeable future any material damage, destruction, change or loss of any kind or have had a material adverse effect with respect to the Purchased Assets; (p) No insolvency proceedings of any character, voluntary or involuntary, affecting the Purchased Assets are pending; (q) There are no existing agreements with, options or rights of, or commitments to any person, other than to Buyer, to acquire any of the Purchased Assets or any interest therein; (r) There are no material omissions or untrue statements contained in this Agreement which are misleading; and (ks) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5All representations and warranties made by Seller shall survive the Closing.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a card holder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the card holder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the card holder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the card holder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) that none of the sales transactions submitted hereunder for purchase represent sales to any principal, partner, proprietor, or owner of Merchant, (i) all persons acting on behalf that, without limiting the generality of obligors thereon have the authority foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover, American Express, PayPal and any other card association or network organization related to bind the obligor; card holder and transaction information security, including without limitation Payment Card Industry (PCI) Data Security Standards, Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (j) that all of the information contained in this Merchant Application and Service Agreement is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods sold or transferred giving rise thereto are services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third party provider. If Merchant elects to use a third- party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global via the applicable card processing network. Xxxxxxxx agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which results in a chargeback to the Merchant. Xxxxxxxx also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER. Internal Revenue Service (“IRS”) Reporting Merchant herby warrants and certifies that: (i) the taxpayer identification number (“TIN”) provided on the Merchant Application is Merchant’s true and correct TIN; (ii) Merchant is not subject to any lienbackup withholding because (a) Merchant is exempt from backup withholding, claim(b) Merchant has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, encumbrance or security interest which (c) the IRS has notified Merchant that it is superior no longer subject to that of DFS; backup withholding, and (kiii) there are no proceedings Merchant is a citizen of the United States of America (“U.S.”) or actions known to Dealer which are threatened other U.S. person. (For federal tax purposes, Xxxxxxxx is considered a U.S. person if Merchant is: an individual who is a U.S. citizen, or pending against any obligor thereon which might result U.S. resident alien, partnership, corporation, company or association created or organized in any material adverse change the United States or under the laws of the United States, and estate (other than a foreign estate), or a domestic trust (as defined in such obligor's financial condition. 3.5the Internal Revenue Code section 301.7701-7.))

Warranties and Representations. For each Account which Dealer lists on any ScheduleBorrowing Base Certificate, Dealer warrants and represents to DFS CDF that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the SchedulesBorrowing Base Certificates, Dealer's ’s books and records and all invoices and statements delivered to DFS CDF with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFSCDF; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt paymentpayment which have been disclosed to CDF; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the SchedulesBorrowing Base Certificates, Dealer's ’s books and records and the invoices and statements delivered to DFS CDF with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not were not, immediately prior to such sale or transfer, subject to any lien, claim, encumbrance or security interest which is superior to that of DFSCDF; and (k) there has been no material adverse change in the obligor’s financial condition since the creation of the Account, and there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's ’s financial condition. 3.5.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Grantor warrants and represents to DFS that at all timesrepresents: (a) such Account except as may be otherwise disclosed in an attachment to this Agreement, Grantor has rights in or the power to transfer the Collateral and its title to the Collateral is genuinefree and clear of all liens or security interests, except the Bank’s security interests and Permitted Liens, as defined in the Loan Agreement; (b) such Account is not evidenced by a judgment no financing statements, other than that of the Bank, are on file covering the Collateral or promissory note or similar instrument or agreementany of it; (c) it represents an undisputed bona fide transaction completed Grantor’s exact legal name and the address of Grantor’s chief executive office are as set forth in accordance with the terms first paragraph of the invoices and purchase orders relating theretothis Agreement; (d) if Grantor is a registered organization, the goods sold or services rendered form of its organization and the State under which resulted it is organized are as set forth in the creation first paragraph of such Account have been delivered or rendered to and accepted by the obligorthis Agreement; (e) the amounts shown execution and delivery of this Agreement and any instruments evidencing Liabilities will not violate nor constitute a breach of Grantor’s Articles of Incorporation, By-Laws, or any agreement or restriction of any type whatsoever to which Grantor is a party or is subject, except for such breaches that will not result in a material adverse effect on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingentGrantor’s business; (f) all financial statements relating to Grantor delivered or to be delivered by Grantor to the Bank are prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, except as noted therein, and fairly present the financial condition and operations of Grantor, on the bases therein stated, as of the respective dates thereof, and there has been no payments have been or will be made thereon except payments turned over material adverse change in the financial condition of Grantor since the submission of any such financial statements to DFSthe Bank; (g) there are no offsets, counterclaims actions or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon Grantor which might result in any material adverse change in Grantor’s financial condition or which might materially affect the Collateral; and (h) Grantor has duly filed all federal, state, and other governmental tax returns which Grantor is required by law to file, and will continue to file same during such obligor's financial condition. 3.5time as any of the Liabilities hereunder remain owing to the Bank, and all such taxes required to be paid have been paid, in full, unless being contested in good faith based upon a meritorious claim or defense.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer 10.1. Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a cardholder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the cardholder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant's location and swiped through Merchant's terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) all persons acting on behalf that sales transactions submitted hereunder for purchase representing sales to any principal, partner, or proprietor of obligors thereon have Merchant shall not constitute an unreasonable portion of Merchant’s transactions relative to the authority to bind the obligor; Merchant’s legitimate business requirements, (j) that, without limiting the goods sold generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, Mastercard, American Express, Discover, PayPal and any other card association or transferred giving rise thereto are not subject network organization related to any liencardholder and transaction information security, claimincluding without limitation PCI Data Security Standards, encumbrance or security interest which is superior to that of DFS; Visa's Cardholder Information Security Program and Mastercard's Site Data Protection Program, and (k) there are no proceedings that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. If that any of the foregoing warranties or actions known representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to Dealer the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant's goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which are threatened represents an unreasonable sales transaction to any principal, partner, or pending against any obligor thereon which might result in any material adverse change in proprietor, of Merchant, such obligor's financial condition. 3.5sales transaction may be refused or charged back.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer represents and warrants and represents to DFS that at all timesthe time of execution of this Agreement and at the time of each advance hereunder, except as disclosed on the Disclosure Schedule attached hereto: (a) such Account Dealer is genuinein good standing, is qualified and licensed to do business in each jurisdiction in which the nature of its business or property so requires, does not conduct business under any trade styles or trade names except as disclosed by the Dealer to CDF in writing and has all the necessary authority to enter into and perform this Agreement and Dealer will not violate its organizational documents, or any law, regulation or agreement binding upon it, by entering into or performing its obligations under this Agreement; (b) such Account Dealer keeps its records respecting Accounts and chattel paper at its chief executive office identified below, and the only locations at which Collateral is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments located have been or will be made thereon except payments turned over disclosed by the Dealer to DFSCDF in writing prior to the execution of this Agreement (together with additional locations of Dealer in the United States with respect to which Dealer gives CDF at least thirty (30) days prior written notice, “Permitted Locations”); (c) this Agreement correctly sets forth Dealer’s true legal name, the type of its organization (if not an individual), the state in which Dealer is incorporated or otherwise organized, and Dealer’s organizational identification number, if any; (d) all information supplied by Dealer to CDF, including any financial, credit or accounting statements or application for credit, in connection with this Agreement is true, correct and complete; (e) all advances and other transactions hereunder are for business purposes and not for personal, family, household or any other consumer purposes; (f) Dealer has good title to all Collateral; (g) there are no offsets, counterclaims actions or disputes existing proceedings pending or asserted with respect thereto and threatened against Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in Dealer’s financial or business condition; (h) when requested by CDF, Dealer will provide CDF with a copy of Dealer’s organizational documents, and will provide any subsequent amendments thereto bearing indicia of filing from the appropriate governmental authority, or such obligor's financial condition. 3.5other documents verifying Dealer’s true and correct legal name as CDF may request from time to time; and (i) CDF’s security interest in the Accounts will at all times constitute a perfected, first security interest in such Accounts and will not become subordinate to the security interest or claim of any Entity.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a cardholder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the cardholder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase; (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations; (i) all persons acting on behalf that none of obligors thereon have the authority sales transactions submitted hereunder for purchase represent sales to bind the obligorany principal, partner, proprietor, or owner of Merchant; (j) that, without limiting the goods sold generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover, PayPal and any other card association or transferred giving rise thereto are not subject network organization related to any liencardholder and transaction information security, claimincluding without limitation Payment Card Industry (PCI) Data Security Standards, encumbrance or security interest which is superior to that of DFSVisa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program; and (k) there are no proceedings that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or actions known representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to Dealer the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which are threatened represents a sale to any principal, partner, proprietor, or pending against owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any obligor thereon other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global Direct via the applicable card-processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which might result results in any material adverse change in such obligor's financial conditiona chargeback to the Merchant. 3.5Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card-processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANYONE ACTING ON MEMBER OR GLOBAL DIRECT’S BEHALF, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer warrants and represents to DFS that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5rise

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Seller warrants and represents to DFS that at all times: (a) Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation set forth in the introductory paragraph to this Agreement and agrees that it shall not change such Account is genuine; state of incorporation without giving Purchaser sixty (60) days prior written notice of such change, (b) Seller is duly qualified to do business and in good standing in each other jurisdiction where its ownership of property or the conduct of its business requires such Account is qualification, except where the failure to be so qualified could not evidenced by reasonably be expected to have a judgment material adverse effect on Seller's business or promissory note or similar instrument or agreement; assets, (c) it represents an undisputed bona fide transaction completed Seller operates its business in accordance compliance with all applicable local, state and federal laws, including without limitation the terms of the invoices Fair Labor Standards Act and purchase orders relating thereto; all applicable tax withholding laws and regulations, and (d) the goods sold each Account Receivable: (i) is genuine and valid and represents a completed delivery or services rendered which resulted performance in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with fulfillment in every respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer terms, conditions and specifications of a bona fide, uncancelled and unexpired sale in the ordinary course of its business for prompt paymentto a customer which is not affiliated with Seller in full compliance with the specifications of such customer; (hii) there are is enforceable for the full amount thereof and shall at the time submitted to Purchaser be subject to no facts Dispute; (iii) does not represent a delivery of merchandise upon "consignment," "guaranteed sale," "sale or events which in any way impair the validity return," "payment on reorder" or enforceability thereof or reduce the amount similar terms; (iv) is due and payable thereunder not more than ninety (90) days from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect invoice date corresponding thereto; (iv) all persons acting on behalf is payable in United States Dollars and has been invoiced to the customer by an invoice that bears notice of obligors thereon have the authority sale and assignment to bind Purchaser in compliance with the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that terms of DFSthis Agreement; and (kvi) there are no proceedings does not represent a "pack, xxxx and hold" transaction unless Seller has complied with Purchaser's requirements in respect thereof. Seller further represents and warrants that it shall be the absolute owner of all merchandise and other property involved at the time of delivery or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5performance.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer warrants and represents to DFS CDF that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's ’s books and records and all invoices and statements delivered to DFS CDF with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFSCDF; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt paymentpayment which have been disclosed to CDF; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's ’s books and records and the invoices and statements delivered to DFS CDF with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not were not, immediately prior to such sale or transfer, subject to any lien, claimclam, encumbrance or security interest which is superior to that of DFSCDF; and (k) there has been no material adverse change in the obligor’s financial condition since the creation of the Account, and there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's ’s financial condition. 3.5.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Company warrants and represents that each Account Receivable sold and assigned to DFS that at all timesFactor hereunder: (a) such Account is genuine; (b) such Account is not evidenced by shall be genuine and valid and shall represent a judgment completed delivery or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed performance in accordance with the terms fulfillment in every respect of the invoices terms, conditions and purchase orders relating thereto; (d) the goods sold specifications of a bona fide, uncancelled and unexpired sale or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer service in the ordinary course of its business to a Customer which is not affiliated with Company in full compliance with the specifications of such Customer; (b) Company shall be at the time of delivery or performance the absolute owner of all merchandise and other property involved; (c) Company has not granted and, without Factor's prior written consent, Company will not hereafter grant to any other Person until all security interests granted hereunder have been terminated, a security interest in, or grant to any other Person any right to purchase, the Factored Accounts; (d) is enforceable for prompt paymentthe full amount thereof and will be subject to no dispute or claim by the Customer in whole or in part as to price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra accounts or any other defense of any other kind and character, real or claimed; (e) will be subject to no discounts, deductions, allowances, offsets, counterclaims or other contra items or to no special terms of payment which are not shown on the face of the invoice thereof; (f) will not represent a delivery of merchandise upon "consignment," "guaranteed sale," "sale or return," "payment on reorder" or similar terms; (g) is payable in United States Dollars and has been invoiced to the Customer by an invoice that bears notice of the sale and assignment to Factor in compliance with the terms of this Agreement; and (h) there are no facts will not represent a "pack, xxxx and hold" transaction unless Company furnishes Factor with a copy of the Customer's purchase order and has obtained Customer's agreement to grant Factor a security interest in the merchandise and to pay for the merchandise at the maturity date of the invoice irrespective of whether or events which in any way impair not Company has received instructions to deliver the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect theretosame; (i) all persons acting on behalf Company agrees to notify Factor promptly of obligors thereon have any change in the authority to bind name, corporate structure, or business addresses or location of the obligorCompany; (j) All applicable state and federal laws have been complied with in conjunction with all of the goods Factoring Agreement, as well as all of the transactions arising pursuant to the Factoring Agreement. Company acknowledges to Factor that the non-compliance with such laws constitutes a breach of this Agreement and would have an adverse impact on the value, enforceability and/or collectability of any Factored Account sold and assigned to Factor pursuant to this Agreement; (k) Company is duly incorporated and in good standing in its state of incorporation and those states in which Company conducts business and shall remain so for so long as this Agreement is in effect; (1) the Factoring Agreement, and the transaction entered into in connection therewith, does not and shall not contravene any applicable statute, law or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFSregulation; and (km) there are no proceedings or actions known to Dealer which are threatened or pending against the Factoring Agreement correctly sets forth all of the terms of the factoring relationship between Company and the Factor. Company shall provide Factor with immediate notice of any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5breach of the Factoring Agreement.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer warrants and represents to DFS CDF that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted and not subsequently rejected by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS CDF with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over submitted to DFSan account subject to CDF’s control; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except for regular discounts allowed by Dealer in the ordinary course of its business for prompt paymentpayment and except for returned merchandise allowed by Dealer in the ordinary course of business; (h) to the best of Dealer’s knowledge and belief after due inquiry and appropriate due diligence, there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS CDF with respect thereto; (i) to the best of Dealer’s knowledge and belief after due inquiry and appropriate due diligence, all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFSCDF; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Grantor warrants and represents to DFS that at all timesrepresents: (a) such Account except as may be otherwise disclosed in an attachment to this Agreement, Grantor has rights in or the power to transfer the Collateral and its title to the Collateral is genuine; free and clear of all liens or security interests, except NCTI's security interests, (b) such Account is not evidenced by a judgment no financing statements, other than that of NCTI, are on file covering the Collateral or promissory note or similar instrument or agreement; any of it, (c) it represents an undisputed bona fide transaction completed in accordance with the terms Grantor's exact legal name and the address of the invoices and purchase orders relating theretoGrantor's chief executive office are as set forth in the first paragraph of this Agreement; (d) the goods sold or services rendered form of Grantor's organization and the State under which resulted it is organized are as set forth in the creation first paragraph of such Account have been delivered or rendered to and accepted by the obligorthis Agreement; (e) all Collateral consisting of Goods is located in the amounts shown on State where the Schedules, DealerGrantor's books and records and all invoices and statements delivered chief executive office is located except as otherwise disclosed in a schedule attached to DFS with respect thereto are owing to Dealer and are not contingentthis Agreement; (f) no payments have been or will be made thereon except payments turned over to DFSthe Collateral, wherever located, is covered by this Agreement; (g) there are no offsetsthe execution and delivery of this Agreement and any instruments evidencing Liabilities will not violate nor constitute a breach of Grantor's Articles of Incorporation, counterclaims By-Laws, or disputes existing or asserted with respect thereto and Dealer has not made any agreement with or restriction of any obligor for any deduction type whatsoever to which Grantor is a party or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt paymentis subject; (h) all financial statements and information relating to Grantor delivered or to be delivered by Grantor to NCTI are true and correct and prepared in accordance with generally accepted accounting principles, and there are has been no facts or events which material adverse change in the financial condition of Grantor since the submission of any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered such financial information to DFS with respect theretoNCTI; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no actions or proceedings or actions known to Dealer which are threatened or pending against any obligor thereon Grantor which might result in any material adverse change in such obligorGrantor's financial condition. 3.5condition or which might materially affect any of Grantor's assets; and (j) Grantor has duly filed all federal, state, and other governmental tax returns which Grantor is required by law to file, and will continue to file same during such time as any of the Liabilities hereunder remain owing to NCTI, and all such taxes required to be paid have been paid, in full.

Warranties and Representations. For The Borrower hereby makes the following representations and warranties to ATIS on each Account which Dealer lists Signature Date and Advance Date, the Borrower represents and warrants, to ATIS that: it has full power to enter into and perform its obligations in terms of this Agreement and has taken all necessary actions to authorise the borrowing hereunder and that the borrowing of the Capital Sum would not cause any borrowing limit binding on any Schedulethe Borrower to be exceeded; this Agreement constitutes a legal, Dealer warrants valid, binding and represents to DFS that at all timesenforceable document and entry into and performance of this Agreement and the transactions contemplated hereby do not conflict with: (aand the conclusion and implementation of this Agreement will not contravene) such Account any law or regulation or any official or judicial order; or any agreement or document to which the Borrower is genuine; (b) such Account a party or which is not evidenced by a judgment binding upon it or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms any of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted its assets, nor results in the creation or imposition of any security on any of its assets pursuant to the provisions of any such Account have been delivered agreement or rendered document; it is not a party to any agreement which has, or which is to the knowledge of the Borrower likely to have, a Material Adverse Effect; it has good title to all its assets and accepted by has not sold, or otherwise Disposed of, or encumbered such assets in any way likely to result in the obligor; (e) Borrower failing to meet its repayment obligations in terms of this Agreement, save as reflected in its financial statements for the amounts shown financial years ended on the Schedules, Dealer's books last day of June 2006 and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been June 2007 or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer other than in the ordinary course of its business business; there has been no change in the financial condition of the Borrower since publication of the audited annual financial statements of the Borrower for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown financial year ended on the Schedules, Dealer's books last day of June 2007 which would or is likely to have a Material Adverse Effect; it is not in wilful default in respect of any of its obligations arising from other borrowed monies in excess of R500 000; its obligations hereunder rank and records will rank at least pari passu with all the Borrower’s other present and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject future obligations in relation to any lienindebtedness; the economic lifespan of the assets to be financed shall be equal to, claimor exceed, encumbrance or security interest the Loan Term; this long-term debt is consistent with its capital budget. ATIS has entered into this Agreement on the strength of, and relying on, the warranties and representations, each of which is superior shall be deemed to that of DFS; be a separate warranty and (k) there are no proceedings or actions known representation given without prejudice to Dealer which are threatened or pending against any obligor thereon which might result in any other warranty and representation and deemed to be a material adverse change in such obligor's financial condition. 3.5warranty and representation inducing ATIS to enter into this Agreement.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer warrants and represents to DFS that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligorobligor thereon; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5.

Warranties and Representations. For each Account which Dealer lists on any ScheduleASSIGNOR WARRANTS AND REPRESENTS THAT IT IS AND SHALL BE IN THE FUTURE THE SOLE OWNER OF THE ENTIRE INTERESTS DESCRIBED IN SECTION (XXXVI) ABOVE AND THAT NO RENT RESERVED IN THE LEASES HAS BEEN OR WILL BE IN THE FUTURE OTHERWISE ASSIGNED OR ANTICIPATED, Dealer AND THAT NO RENT FOR ANY PERIOD SUBSEQUENT TO THE DATE OF THIS ASSIGNMENT WILL BE COLLECTED MORE THAN ONE (1) MONTH IN ADVANCE EXCEPT FOR SECURITY DEPOSITS AND LAST MONTH’S RENTS TAKEN IN THE USUAL COURSE OF BUSINESS PURSUANT TO LEASES. Assignor further warrants and represents to DFS that at all timesas of the date hereof: (a) such Account is genuinetrue and complete copies, together with all amendments and modifications, of all Leases presently in full force and effect have been delivered to Agent; (b) such Account is not evidenced by a judgment to Assignor’s knowledge, and except as disclosed to Agent no default exists on the part of any of the lessees or promissory note tenants or similar instrument of Assignor as lessor in the performance on the part of either of the terms, covenants, provisions or agreementagreements in the Leases contained; (c) it represents an undisputed bona fide transaction completed in accordance except as disclosed to Agent, Assignor knows of no condition which with the terms giving of notice or the passage of time or both would constitute a default on the part of any of the invoices lessees or Assignor under the Leases; and purchase orders relating thereto; (d) no security deposit or advance rental payment has been made by any lessee under the goods sold Leases except as has been previously disclosed by Assignor to Agent, or services rendered which resulted as may be specifically designated in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount copies of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered Leases previously furnished to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5Agent.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Company warrants and represents that each Account Receivable sold and assigned to DFS that at all timesFactor hereunder: (a) such Account is genuine; (b) such Account is not evidenced by shall be genuine and valid and shall represent a judgment completed delivery or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed performance in accordance with the terms fulfillment in every respect of the invoices terms, conditions and purchase orders relating thereto; (d) the goods sold specifications of a bona fide, uncancelled and unexpired sale or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer service in the ordinary course of its business to a Customer which is not affiliated with Company in full compliance with the specifications of such Customer; (b) Company shall be at the time of delivery or performance the absolute owner of all merchandise and other property involved; (c) Company has not granted and, without Factor’s prior written consent, Company will not hereafter grant to any other Person until all security interests granted hereunder have been terminated, a security interest in, or grant to any other Person any right to purchase, the Factored Accounts; (d) is enforceable for prompt paymentthe full amount thereof and will be subject to no dispute or claim by the Customer in whole or in part as to price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra accounts or any other defense of any other kind and character, real or claimed; (e) will be subject to no discounts, deductions, allowances, offsets, counterclaims or other contra items or to no special terms of payment which are not shown on the face of the invoice thereof; (f) will not represent a delivery of merchandise upon “consignment,” “guaranteed sale,” “sale or return,” “payment on reorder” or similar terms; (g) is payable in United States Dollars and has been invoiced to the Customer by an invoice that bears notice of the sale and assignment to Factor in compliance with the terms of this Agreement; and (h) there are no facts will not represent a “pack, xxxx and hold” transaction unless Company furnishes Factor with a copy of the Customer’s purchase order and has obtained Customer’s agreement to grant Factor a security interest in the merchandise and to pay for the merchandise at the maturity date of the invoice irrespective of whether or events which in any way impair not Company has received instructions to deliver the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect theretosame; (i) all persons acting on behalf Company agrees to notify Factor promptly of obligors thereon have any change in the authority to bind name, corporate structure, or business addresses or location of the obligorCompany; (j) All applicable state and federal laws have been complied with in conjunction with all of the goods Factoring Agreement, as well as all of the transactions arising pursuant to the Factoring Agreement. Company acknowledges to Factor that the non-compliance with such laws constitutes a breach of this Agreement and would have an adverse impact on the value, enforceability and/or collectability of any Factored Account sold or transferred giving rise thereto are not subject and assigned to any lien, claim, encumbrance or security interest which is superior Factor pursuant to that of DFSthis Agreement; and (k) there are no proceedings Company’s legal name is exactly as set forth on the signature page of this Agreement, and Company is duly organized and in good standing in its state of organization and those states in which Company conducts business and shall remain so for so long as this Agreement is in effect; (l) the Factoring Agreement, and the transaction entered into in connection therewith, does not and shall not contravene any applicable statute, law or actions known regulation; (m) the Factoring Agreement correctly sets forth all of the terms of the factoring relationship between Company and the Factor; (n) none of the Accounts Receivable represent sales to Dealer which are threatened consumers of goods to be used for personal, family or pending against household purposes. Company shall provide Factor with immediate notice of any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5breach of the Factoring Agreement.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Borrower warrants and represents to DFS that at all timesthat: (aA) such Account is genuineBorrower has full power and authority to enter into this Agreement and to grant Bank the security interest in the Collateral in accordance herewith, the grant of the security interest in the Collateral by Borrower in the manner and for the purposes contemplated herein has been duly authorized by all requisite corporate action, and this Agreement has been duly executed and delivered; (bB) such Account is The execution, delivery and/or performance by Borrower of this Agreement will not evidenced by (i) constitute a judgment violation of any applicable law or promissory note a breach of any provision contained in Borrower's Certificate of Incorporation or similar By-laws or contained in any agreement, indenture or undertaking or under any order of any court or other governmental agency or in any agreement, instrument or agreement; document to which Borrower is a party or by which Borrower or any of its assets or properties is bound or (cii) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted result in the creation or imposition of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claimcharge or encumbrance of any nature whatsoever upon any of Borrower's assets or properties (other than in favor of Bank hereunder); (C)(i) The principal place of business of Borrower and the office where its chief executive offices and accounting offices are located on the date hereof, encumbrance or security interest is set forth on EXHIBIT B attached hereto, (ii) the office where Borrower keeps its records concerning the Receivables and General Intangibles is at the location set forth on EXHIBIT C attached hereto, (iii) Borrower's registered office in the Borrower's state of incorporation is at the location set forth on EXHIBIT D attached hereto, (iv) all of Borrower's Inventory (other than Rental Inventory which is superior in the possession of Borrower's customers pursuant to that rental agreements entered into in the normal course of DFS; Borrower's business), Equipment and other tangible Collateral are on the date hereof, at the locations set forth on EXHIBIT E attached hereto, (v) all other locations of Borrower's on the date hereof, other offices and places of business during the five (5) years prior to the date hereof are set forth on EXHIBIT F attached hereto and (kvi) there all trade names, assumed names, fictitious names and other names used by Borrower during the five (5) years prior to the date hereof are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5set forth on EXHIBIT G attached hereto; (D) Borrower has executed UCC financing

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that Global Direct and Member, both at all timesthe time of execution and the presentation of any transaction hereunder: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a cardholder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the cardholder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the cardholder or in accordance with the cardholder’s instructions; (c) that Merchant will comply fully with all Applicable Laws, including those applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that Merchant has taken all reasonable steps to verify the identity of the cardholder and the invoices genuineness of the card and statements delivered the transaction; (g) that the sales transaction shall have been consummated and the sales slip prepared in full compliance with the provisions of the Card Association Rules; (h) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to DFS with respect thereto; submit such sales slips for purchase, (i) all persons acting to the extent Merchant has indicated on behalf of obligors thereon have the authority Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to bind Global Direct and Member for processing until the obligor; goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (j) that none of the goods sold or transferred giving rise thereto are not subject sales transactions submitted hereunder for purchase represent sales to any lienprincipal, claimpartner, encumbrance affiliate, proprietor, or security interest which is superior to that owner of DFS; and Merchant, (k) there are that, without limiting the generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the Card Association Rules, and (l) that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global Direct via the applicable card- processing network. Global Direct and Member shall have no proceedings responsibility for or actions known liability in connection with any hardware, software or services Merchant receives from a third party agent, even if Global Direct collects monies with respect to Dealer such hardware, software or services. Neither Global Direct nor Member makes any representation or warranty with respect to such agent’s access to or ability to integrate with the products, services, and systems of Global Direct and any such access or ability may terminate at any time and Global Direct shall have no obligation to advise Merchant of such termination. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the Card Association Rules, including without limitation any violation, which are threatened or pending against results in a chargeback to the Merchant. Global Direct and Member have no responsibility for any obligor thereon which might result card transactions until it receives data for the card transaction in any material adverse change in such obligor's financial conditionthe format required by Global Direct. 3.5Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card-processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT, SOFTWARE OR SERVICES LEASED, SOLD OR OTHERWISE FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a cardholder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the cardholder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) all persons acting on behalf that none of obligors thereon have the authority sales transactions submitted hereunder for purchase represent sales to bind the obligor; any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the goods sold generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, Discover, PayPal and any other card association or transferred giving rise thereto are not subject network organization related to any liencardholder and transaction information security, claimincluding without limitation Payment Card Industry (PCI) Data Security Standards, encumbrance or security interest which is superior to that of DFS; Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) there are that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which represents a sale to any principal, partner, proprietor, or owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct and CyberSource if Merchant elects to use the terminal service of American Express, Novus, or any other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global Direct via the applicable card-processing network. Global Direct and Member shall have no proceedings responsibility for or actions known liability in connection with any hardware, software or services Merchant receives from a third party agent, even if Global Direct collects monies with respect to Dealer such hardware, software or services. Neither Global Direct nor Member makes any representation or warranty with respect to such agent’s access to or ability to integrate with the products, services, and systems of Global Direct and any such access or ability may terminate at any time and Global Direct shall have no obligation to advise Merchant of such termination. Xxxxxxxx agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which are threatened or pending against results in a chargeback to the Merchant. Global Direct and Member have no responsibility for any obligor thereon which might result card transactions until it receives data for the card transaction in any material adverse change in such obligor's financial conditionthe format required by Global Direct. 3.5Xxxxxxxx also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card-processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT, SOFTWARE OR SERVICES LEASED, SOLD OR OTHERWISE FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. For each Account which Dealer lists on BORROWER WARRANTS AND REPRESENTS that it is and shall be in the future the sole owner of the entire interests described in Section 1 above and that no rent reserved in the Leases has been or will be in the future otherwise assigned or anticipated, and that no rent for any Scheduleperiod subsequent to the date of this Assignment will be collected more than one (1) month in advance except (a) for estimated payments for real estate taxes and operating expenses, Dealer warrants security deposits and represents last month's rents taken in the usual course of business pursuant to DFS Leases, or (b) with the prior written consent of Lender. BORROWER FURTHER WARRANTS AND REPRESENTS that at all timesas of the date hereof: (a) such Account is genuinethe Leases identified on EXHIBIT B hereto are in full force and effect and true and complete copies thereof together with all amendments and modifications have been previously delivered to Lender; (b) such Account is not evidenced by a judgment to Borrower's knowledge, no default exists on the part of any of the lessees or promissory note tenants or similar instrument of Borrower as lessor in the performance on the part of either of the terms, covenants, provisions or agreementagreements in the Leases contained; (c) it represents an undisputed bona fide transaction completed in accordance Borrower has no actual knowledge of any condition which with the terms giving of notice or the passage of time or both would constitute a default on the part of any of the invoices lessees or Borrower under the Leases; and purchase orders relating thereto; (d) no security deposit or advance rental payment beyond thirty (30) days has been made by any lessee under the goods sold Leases except as may be shown on EXHIBIT B, or services rendered which resulted as may be specifically designated in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount copies of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered Leases previously furnished to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5Lender.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer 7.1 Customer warrants and represents with respect to DFS all of The Xxxx(s) sold to SYSTRAN that at all times: (a) such Account is genuineThe Xxxx(s) are genuine and in all respects what they purport to be; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreementCustomer has good title to The Xxxx(s) and The Xxxx(s) are free and clear of all encumbrances, liens and prior claims, and that the Customer has the legal right to sell The Xxxx(s); (c) it represents an undisputed bona fide transaction completed Customer has no knowledge of any fact which may impair the validity of The Xxxx(s) or make them uncollectible in accordance with its terms and face amount; (d) for transportation Customers, The Xxxx(s) were made in accordance with the terms laws and the regulations of the invoices Federal Highway Administration or other federal regulatory agency, and purchase orders relating thereto; (d) the goods sold appropriate state regulatory commission or services rendered made according to lawful and valid contracts which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligorCustomer has executed; (e) for transportation Customers, The Xxxx(s) are supported by lawful, effective and complete bills of lading or other contract of carriage together with bona fide, genuine, valid and signed delivery receipts, and Customer will not modify or delete any of the amounts shown on terms of the Schedules, Dealer's books and records and all invoices and statements delivered to DFS original Bills or Special Purchase Bills or xxxx of lading with respect thereto are owing to Dealer and are not contingentsame; (f) there are no payments have counterclaims or setoffs or defenses existing in favor of the Debtor, whether arising from the services provided or goods sold which are the subject of The Xxxx(s) or otherwise and there has been no agreement as to the issuance or will be made thereon except payments turned over to DFSgranting of any discount on The Xxxx(s); (g) there The Xxxx(s) are no offsets, counterclaims not a duplicate of and do not cover the same services provided or disputes existing goods sold as a Xxxx or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction Special Purchase Xxxx previously purchased by SYSTRAN from the Customer or discount of billed directly by the sum payable thereunder except regular discounts allowed by Dealer in Customer to the ordinary course of its business for prompt paymentDebtor; (h) there Customer does not own, control, or exercise dominion over the business of any Debtor whose Bills or Special Purchase Bills are factored by Customer to SYSTRAN, Customer is not a subsidiary of any Debtor and no facts Debtors control or events which in any way impair exercise dominion over the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect theretobusiness of Customer; (i) all persons acting on behalf Customer will not under any circumstances or in any manner whatsoever interfere with any of obligors thereon have the authority to bind the obligorSYSTRAN's rights under this Agreement in connection with SYSTRAN's factoring of The Xxxx(s); (j) Customer has not and will not pledge the goods sold or transferred giving rise thereto are not subject credit of SYSTRAN to any lien, claim, encumbrance person or security interest which is superior to that of DFSbusiness for any purpose whatsoever; and (k) there are no proceedings or actions known for non-transportation Customers, until the sale by Customer to Dealer which are threatened or pending against any obligor thereon which might result Debtor of the goods described in any material adverse change in such obligor's financial condition. 3.5The Xxxx(s), Customer had good title to the goods sold, the goods were free of all encumbrances, liens and prior claims, and Customer had the legal right to sell the goods.

Warranties and Representations. For each Account which Dealer lists on In addition to any Schedulewarranty or representation that Seller expressly has extended to WESCO regarding the Goods or Services, Dealer Seller warrants and represents to DFS that at all timesthat: (ai) such Account is genuinethe Goods will be free from defects in workmanship, design and/or materials; (bii) such Account is the Goods will be newly manufactured (meaning that they must not evidenced by a judgment or promissory note or similar instrument or agreementhave been previously used for any purpose) and that they will comply with any and all samples, drawings, blueprints, designs, and specifications; (ciii) it represents an undisputed bona fide transaction completed the Goods will not infringe any third party intellectual property rights; (iv) Seller has and will have good and marketable title to all Goods delivered to WESCO in accordance with the terms Agreements, free and clear of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records any and all invoices liens and statements delivered encumbrances, and that Seller has full and complete legal rights to DFS with respect thereto are owing manufacture and sell the Goods to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made WESCO without the consent of any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFSthird party; and (kv) there all Services will be performed in a timely, professional and workmanlike manner in accordance with the highest industry standards. The term of the warranties set forth by this Section will be the longer of (a) the maximum term allowed by applicable law; or (b) thirty-six (36) months from shipment of the Goods or twenty-four (24) months from the date of acceptance of the Good to which the warranties apply, unless otherwise specified by WESCO. During the applicable warranty term and upon WESCO’s request, Seller, at its sole expense, must repair, replace or reimburse WESCO for all or any part of any Good that fails to comply with any of the warranties and representations set forth in this Section. Furthermore, WESCO must have the right to return to Seller at Seller’s sole expense Goods shipped to WESCO that are no proceedings in excess of or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5less than the quantity designated by the Agreement.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Client warrants and represents to DFS that at all times: (a) Client is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and agrees that it shall not change such Account is genuine; state of incorporation without giving Factor sixty (60) days prior written notice of such change, (b) Client is duly qualified to do business and in good standing in each other jurisdiction where its ownership of property or the conduct of its business requires such Account is qualification, except where the failure to be so qualified could not evidenced by reasonably be expected to have a judgment material adverse effect on Client's business or promissory note or similar instrument or agreement; assets, (c) it represents an undisputed bona fide transaction completed Client operates its business in accordance material compliance with all applicable local, state and federal laws, including without limitation the terms of the invoices Fair Labor Standards Act and purchase orders relating thereto; all applicable tax withholding laws and regulations, and (d) the goods sold each Account Receivable: (i) is genuine and valid and represents a completed delivery or services rendered which resulted performance in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with fulfillment in every respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer terms, conditions and specifications of a bona fide, uncancelled and unexpired sale or service in the ordinary course of its business for prompt paymentto a customer which is not affiliated with Client in full compliance with the specifications of such customer; (hii) there is enforceable for the full amount thereof and shall at the time submitted to Factor be subject to no dispute or claim by the customer in whole or in part as to price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra accounts or any other defense of any other kind and character (sometimes referred to herein, individually or collectively, as a "Dispute"), real or claimed which are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount not shown on the Schedules, Dealer's books and records and face of the invoices and statements delivered to DFS with respect theretoinvoice thereof; (iiii) is free of all persons acting on behalf of obligors thereon have security interests, liens and encumbrances except for the authority lien granted to bind the obligorFactor under this Agreement; (jiv) does not represent a delivery of merchandise upon "consignment," "guaranteed sale," "sale or return," "payment on reorder" or similar terms; (v) is payable in United States Dollars and has been invoiced to the goods sold or transferred giving rise thereto are not subject customer by an invoice that bears notice of the sale and assignment to any lien, claim, encumbrance or security interest which is superior to that Factor in compliance with the terms of DFSthis Agreement; and (kvi) there are no proceedings does not represent a "pack, bill and hold" transaction unlexx Xlient has complied with Factor's requirements in respect thereof. Client further represents and warrants that it shall be the absolute owner of all merchandise and other property involved at the time of delivery or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5performance.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Seller hereby represents and warrants and represents to DFS that at all timesBuyer that: (a) such Account is genuineSeller has all necessary power and authority to own, lease and operate its Purchased Assets and to operate the Business as now being conducted; (b) such Account is not evidenced by Seller has the requisite power and authority to execute, deliver, and perform this Agreement, and when executed and delivered at Closing, will constitute a judgment or promissory note or similar instrument or agreementvalid and binding obligation of Seller; (c) it represents an undisputed bona fide transaction completed in accordance with Neither the terms execution, delivery or performance of this Agreement nor the consummation of the invoices and purchase orders relating theretotransactions contemplated hereby: (i) will conflict with any provision of the organizational charter or bylaws of Seller; (ii) will conflict with, will result in a violation of any applicable law or judgment; (iii) will result in a breach of any assumed obligation, (iv) will create any lien or encumbrance upon any of the Purchased Assets; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered Seller has good and marketable title to all Purchased Assets and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount none of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealer's books and records and the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not Purchased Assets is subject to any lien, claimencumbrance, encumbrance claim or security interest (collectively, the “Liens”); (e) The cash flow statements, balance sheets and profit and loss statements provided to Buyer by Seller (collectively, the “Financial Statements”) are true and correct in all material respects and present fairly the operating income and financial condition of Seller and its Business as of their respective dates; (f) All returns, reports and statements relating to the Purchased Assets or to the operation of the Business which Seller is superior required to file with any governmental agency have been filed, and complied with; (g) Seller has filed or has caused to be filed all federal, state, county, local or city tax returns affecting the Purchased Assets or the operation of the Business which are required to be filed by Seller, and all tax assessments and other governmental charges which are due and payable have been timely paid; (h) There are no actions, suits, proceedings, orders or claims pending or threatened against Seller, or pending or threatened by Seller against any third party which relate to, or in any way affect, the Purchased Assets or the operation of the Business; (i) Seller has complied in all material respects with all applicable federal, state and local laws, rules, regulations, ordinances, codes, statutes, judgments, orders and decrees in connection with the ownership of the Purchased Assets and the operation of the Business and that neither the ownership nor the use of DFSthe Purchased Assets conflicts with the rights of any other person or entity; (j) Seller has no contingent liabilities or other liabilities outside the ordinary course of business; (k) The books and other records of the Seller relating to the Business are true, correct and complete in all material respects; (l)The Purchased Assets include all Purchased Assets used or useful in connection with the operation of the Business as currently operated; (m) Upon the consummation of the transactions contemplated hereby, Seller will transfer good and valid title to the Purchased Assets free and clear of any Liens; (n) The Purchased Assets will be fit for their intended purposes and be fully functional as represented prior to the Closing; (o) Since Buyer’s inspection of the Purchased Assets, there has not been and will not be in the foreseeable future any material damage, destruction, change or loss of any kind or have had a material adverse effect with respect to the Purchased Assets; (p) No insolvency proceedings of any character, voluntary or involuntary, affecting the Purchased Assets are pending; (q) There are no existing agreements with, options or rights of, or commitments to any person, other than to Buyer, to acquire any of the Purchased Assets or any interest therein; (r) There are no material omissions or untrue statements contained in this Agreement which are misleading; and (ks) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5All representations and warranties made by Seller shall survive the Closing.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Client warrants and represents that each Account Receivable sold and assigned to DFS that at all timesFactor hereunder: (a) such Account is genuine; (b) such Account is not evidenced by shall be genuine and valid and shall represent a judgment completed delivery or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed performance in accordance with the terms fulfillment in every respect of the invoices terms, conditions and purchase orders relating thereto; (d) the goods sold specifications of a bona fide, uncancelled and unexpired sale or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer service in the ordinary course of its business to a customer which is not affiliated with Client in full compliance with the specifications of such customer; (b) Client shall be at the time of delivery or performance the absolute owner of all merchandise and other property involved; (c ) except for prompt paymentFactor's interest therein, there are no security interests, liens or encumbrances thereon; (d) is enforceable for the full amount thereof and will be subject to no dispute or claim by the customer in whole or in part as to price, terms, quality, quantity, delay in shipment, offsets, counterclaims, contra accounts or any other defense of any other kind and character, real or claimed; (e) will be subject to no discounts, deductions, allowances, offsets, counterclaims or other contra items or to no special terms of payment which are not shown on the face of the invoice thereof; (f) will not represent a delivery of merchandise upon "consignment," "guaranteed sale," "sale or return," "payment on reorder" or similar terms; (g) is payable in United States Dollars and has been invoiced to the customer by an invoice that bears notice of the sale and assignment to Factor in compliance with the terms of this Agreement; and (h) there are no facts or events which in any way impair will not represent a "pack, bill xxx hold" transaction unless Client furnishes Factor with a copy of the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Dealercustomer's books purchase order and records and the invoices and statements delivered has obtained customer's agreement to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or grant Factor a security interest which is superior in the merchandise and to that pay for the merchandise at the maturity date of DFS; and (k) there are no proceedings the invoice irrespective of whether or actions known not Client has received instructions to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5deliver the same.

Warranties and Representations. For each Account which Dealer lists on any Schedule, Dealer Merchant warrants and represents to DFS that at all timesGlobal Direct and Member: (a) such Account is genuine; (b) such Account is not evidenced by that each sales transaction delivered hereunder will represent a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered sale to and accepted a cardholder by the obligor; (e) the amounts shown on the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingent; (f) no payments have been or will be made thereon except payments turned over to DFS; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Dealer has not made any agreement with any obligor Merchant for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedulessales slip as the total sale and constitutes the binding obligation of the cardholder, Dealer's books free from any claim, demand, defense, setoff or other adverse claim whatsoever; (b) that each sales slip or other evidence of indebtedness will accurately describe the goods and records services which have been sold and delivered to the cardholder or in accordance with his instructions; (c) that Merchant will comply fully with all federal, state and local laws, rules and regulations applicable to its business; (d) that Merchant will fulfill completely all of its obligations to the cardholder and will resolve any customer dispute or complaint directly with the cardholder; (e) that the signature on the sales slip will be genuine and authorized by cardholder and not forged or unauthorized; (f) that the sales transaction shall have been consummated and the invoices sales slip prepared in full compliance with the provisions of the Card Acceptance Guide and statements delivered the operating regulations and rules of the applicable card association or network organization, as amended from time to DFS with respect theretotime; (g) provided that Merchant has not indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, that none of the sales transactions submitted hereunder represent sales by telephone, or mail, or Internet, or where the card is not physically present at the Merchant’s location and swiped through Merchant’s terminal, unless Merchant is specifically authorized in writing by Global Direct to submit such sales slips for purchase, (h) to the extent Merchant has indicated on the Merchant Application that it accepts mail order, telephone order, or internet-based transactions, Merchant shall not submit such a transaction to Global Direct and Member for processing until the goods and/or services are shipped or performed, as applicable, unless otherwise permitted by the card associations or network organizations, (i) all persons acting on behalf that none of obligors thereon have the authority sales transactions submitted hereunder for purchase represent sales to bind the obligor; any principal, partner, proprietor, or owner of Merchant, (j) that, without limiting the goods sold generality of the foregoing, each sales transaction submitted hereunder and the handling, retention, and storage of information related thereto, will comply with the rules and regulations of Visa, MasterCard, American Express, Discover and any other card association or transferred giving rise thereto are not subject network organization related to any liencardholder and transaction information security, claimincluding without limitation Payment Card Industry (PCI) Data Security Standards, encumbrance or security interest which is superior to that of DFS; Visa’s Cardholder Information Security Program and MasterCard’s Site Data Protection Program, and (k) there are no proceedings that all of the information contained in this Card Services Agreement (including the Merchant Application) is true and correct. In the event that any of the foregoing warranties or actions known representations is breached, the affected sales slips or other indebtedness may be refused, or prior acceptance revoked and charged back to Dealer the Merchant. Furthermore, if Merchant submits for purchase hereunder a sales transaction that is not the result of a sale of Merchant’s goods or services offered to the general public or if Merchant submits any sales transactions for purchase hereunder which are threatened represents a sale to any principal, partner, proprietor, or pending against owner of Merchant, such sales transaction may be refused or charged back. Merchant must notify Global Direct if Merchant elects to use the terminal service of American Express, Novus, or any obligor thereon other third-party provider. If Merchant elects to use a third-party terminal provider, that provider becomes Merchant’s agent for the delivery of card transactions to Global Direct via the applicable card- processing network. Merchant agrees to assume full responsibility and liability for any failure of such agent to comply with the operating regulations and rules of the applicable card association or network organization, including without limitation any violation, which might result results in any material adverse change in such obligor's financial conditiona chargeback to the Merchant. 3.5Merchant also agrees that the obligation hereunder to reimburse the Merchant for the value of the card transactions captured by an agent is limited to the value of the transactions (less applicable fees) received by the card-processing network from the agent. NEITHER MEMBER, NOR GLOBAL DIRECT, NOR ANY SUPPLIER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY TERMINAL, ANY EQUIPMENT FURNISHED IN CONNECTION THEREWITH, OR ANY OF THE SERVICES FURNISHED HEREUNDER.

Warranties and Representations. For of the Borrower and the ------------------------------------------------------ Creditor. The Borrower and the Creditor each Account which Dealer lists on any Schedule, Dealer hereby represents and warrants and represents to DFS that at all times-------- the Lender that: (a) such Account is genuineit has not relied nor will it rely on any representation or information of any nature made by or received from the Lender relative to the Borrower in deciding to execute this Agreement; (b) such Account no part of the Subordinated Debt is not currently evidenced by a judgment or promissory note or similar any instrument or agreementwriting except the Line of Credit and Reimbursement Agreement, the Subordinated Note and that certain Promissory Note dated February 8, 1990 executed by the Borrower, payable to the order of the Creditor and in the original principal amount of $11,258,680.12 (the "Deferred Purchase Debt Note"); (c) it represents an undisputed bona fide transaction completed in accordance with the terms Creditor is the lawful owner and holder of all of the invoices and purchase orders relating theretoSubordinated Debt; (d) the goods sold Creditor has not assigned or services rendered which resulted in transferred any of the creation of such Account have been delivered Subordinated Debt, or rendered any interest therein, to and accepted by the obligorany Person; (e) the amounts shown on Creditor has not given any subordination in respect of the Schedules, Dealer's books and records and all invoices and statements delivered to DFS with respect thereto are owing to Dealer and are not contingentSubordinated Debt other than in favor of the Lender; (f) as of the date hereof, the aggregate principal amount, together with accrued interest thereon, owing under the Subordinated Note is $14,842,345.00, the aggregate principal amount, together with accrued interest thereon, owing under the Deferred Purchase Debt Note is $723,894.00 and there is no payments have been or will be made thereon except payments turned over to DFSother amount of Subordinated Debt outstanding; (g) there are after giving effect to the waiver set forth below in Section 26, no offsets, counterclaims or disputes existing or asserted default is in existence with respect thereto to the Subordinated Debt and Dealer has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Dealer in the ordinary course of its business for prompt payment; (h) there are no facts none of the Subordinated Debt is secured by or events which entitled to the benefits of any Lien in any way impair of the validity Borrower's or enforceability thereof any other Person's property or reduce a guaranty of any Person except the amount payable thereunder from Borrower granted a lien to Marriott in the amount shown on Investor Notes (as defined in the SchedulesMemorandum) as security for the Deferred Purchase Debt Note, Dealer's books and records and which lien secures only the invoices and statements delivered to DFS with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods sold or transferred giving rise thereto are not subject to any lien, claim, encumbrance or security interest which is superior to that of DFS; and (k) there are no proceedings or actions known to Dealer which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor's financial condition. 3.5Deferred Purchase Debt Note.