Representations, Warranties and Covenants. Each of the Parties hereto represents, warrants and covenants, as applicable, to the other, with respect to facts and issues relating to it, that:

Representations, Warranties and Covenants. The Borrower represents, warrants and covenants to the Lender:

Covenants; Representations and Warranties. The covenants and representations and warranties of ​, as Servicer, shall apply to Computershare as Successor Servicer but shall be deemed modified to the extent necessary to apply to Computershare; provided, however, that prior to or promptly following the Assumption Date, applicable modifications and amendments shall be agreed upon by Computershare and the Administrative Agent, as contemplated by [Section 7.16(f)].

Representations and Warranties; Covenants. (a) Each Guarantor hereby represents and warrants to each [[Organization A:Organization]] and the Administrative Agent that the representations and warranties contained in Section 6 of the Credit Agreement, to the extent that such representations and warranties contained therein are applicable to it, are true and correct in all material respects, each such representation and warranty set forth in such Section 6 (to the extent applicable to it) being hereby incorporated herein by reference as though specifically set forth in this Section 7. Each Guarantor hereby agrees to perform the covenants set forth in Sections 7 and 8 of the Credit Agreement (to the extent that such covenants are applicable to it) as if the covenants were set forth herein.

REPRESENTATIONS, COVENANTS AND WARRANTIES. Each of Holdings and the Company represents, covenants and warrants as follows, on the date of this Agreement and at each other time the following representations, covenants and warranties are required to be made pursuant to the other provisions of this Agreement:

Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Effective Time or the valid termination of this Agreement in accordance with Section 5.2.

hereby represents and warrants to and agrees with the Company that:

Merchant’s Representations, Warranties and Covenants. Merchant represents, warrants, and covenants that at all times that any portion of the Amount Sold remains unpaid: # the Future Receivables are not and will not be voluntarily subjected to any claims, charges, liens, restrictions, encumbrances or security interests of any nature, unless previously disclosed to Purchaser and to which Purchaser consented in writing; # Merchant has not and will not sell the Future Receivables to any other party without Purchaser’s express, prior written consent; # Merchant will not change or add credit card processors, take any action to discourage the use of any electronic payment cards, or cause a diversion of any of Merchant’s Future Receivables, without the prior, written consent of Purchaser; # Merchant will use the Purchase Price solely for business purposes and not for personal, family, or household expenses; # Merchant is financially solvent (i.e. the assets that Merchant owns exceed the value of Merchant’s liabilities and Merchant is able to pay its obligations as they come due) as of the date of this Agreement and anticipates that it will remain solvent; # Merchant will not conduct its business under any name, or through any entity, other than the entity that is printed on the FRSA, will not change its business location(s), and will not temporarily or permanently close its business for renovations or for any other purpose without the prior, written consent of Purchaser; # Merchant acknowledges that this is not a loan and agrees that it will not enter into any agreement with a third party that offers debt restructuring, debt settlement, debt management, debt balance reduction, creditor reduction, creditor negotiation, financial mitigation or other similar services, as they are not applicable to this Agreement; # Merchant will not undertake any transaction involving the sale of any part of Merchant’s business without Purchaser’s prior, written consent; # Merchant will not willingly forfeit control of its business without Purchaser’s prior, written consent; # Merchant has not filed for protection under any chapter of the Bankruptcy Code in the last six months, has not consulted with a bankruptcy attorney in the last six months, and is not currently contemplating the filing of a bankruptcy proceeding or closing Merchant’s business; # all information provided by Merchant to Purchaser is true, accurate and correct; # Merchant possesses and will maintain adequate insurance coverage to protect against all risks that are necessary to protect its business and will show proof upon demand; # Merchant has been, and is currently, in compliance will all statutes, rules, ordinances, or other laws or regulations governing permits, licenses, and approvals that are necessary to conduct its business, and has paid, and will continue to pay, all necessary local, state, and federal taxes and fees; # Merchant and the person(s) signing this Agreement on behalf of Merchant have full power and authority to enter into and perform under this Agreement; # Merchant will sign all documents that Purchaser deems necessary to perform under this Agreement, and will provide Purchaser copies of all bank statements, documents related to Merchant’s credit card processing activity, or other documents related to Merchant’s financial and banking affairs (including copies of tax returns), within five (5) days of Purchaser’s request; # Purchaser shall have the right to inspect, audit, check and make copies of any of the books, records, journals, orders, receipts, correspondence that relate to Merchant’s accounts or other transactions between the parties thereto and the general financial condition of Merchant; # Merchant will permit Purchaser or its agent to conduct site inspections of Merchant’s business, at any reasonable time this Agreement is in effect, without prior notice to Merchant and shall permit the site inspector to photograph the interior and exterior of any of Merchant’s places of business, including any signage; # Merchant is not in default of any agreement with any creditor with which it established a relationship prior to the execution of this Agreement, nor has Merchant entered into any forbearance agreement with a creditor unless it has been previously disclosed to Purchaser, and to which Purchaser consented in writing; # Merchant will not share its portal log- on credentials, provided by Purchaser, with any non-party to this Agreement; # Merchant acknowledges that Purchaser has agreed to purchase its Future Receivables based upon Merchant’s current operational structure and business plan, and agrees that it shall not enter into any transaction, such as the sale, assignment, pledge, or alienation, in any form, of stock or assets that could result in a change of control or devaluation of Merchant, or make any material change in operational structure or business plan of Merchant, without Purchaser’s prior written consent; and # in the event that business revenue has declined or the business has ceased operations, Merchant shall provide all bank statements and other documents demonstrating the same.

TRIS Representations, Warranties and Covenants. TRIS represents, warrants and covenants to AYTU that the following are true and correct as of the date stated therein, or if none is specified then as of the date hereof:

Each party represents and warrants to the other party that: