THIS PDCA MERCHANT AGREEMENT (hereinafter this “Agreement”) is made between PDCA, Inc., Professional Driver Carrier Association, a Nevada Corporation, with a business address of 4185 Harrison Blvd., Suite 200, Ogden, Utah 84403 (“PDCA”), and the retail merchant whose name and address are set forth in Exhibit A, attached hereto and incorporated herein for all purposes (“Merchant”).

A. WHEREAS, PDCA has developed a card-based reward and loyalty program wherein PDCA association members receive certain incentives, discounts and rebates in connection with repair and part purchases they make from PDCA designated third party merchants (“PDCA Merchant”) using certain credit and debit card products that are embossed with the PDCA logo (such cards are hereinafter collectively “PDCA Card(s)”), which PDCA Cards are further processed, authorized and settled by TCH LLC (“TCH”);

B. WHEREAS, Merchant provides certain goods and services to the transportation industry which are included in the goods and services (“Goods and Services”) set forth on that certain PDCA Master Goods and Services List (“Master List”) posted on the PDCA website (www.pdcassoc.com), as amended from time to time, and pursuant thereto, desires to be a PDCA Merchant during the term of this Agreement, to provide Goods and Services to valid PDCA Card holders (“PDCA Cardholders”), and to honor and accept all valid PDCA Cards;

C. NOW THEREFORE, in consideration of the mutual covenants and obligations contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties hereby agree by and between themselves as follows:

1. Honoring PDCA Cards.

1.1 Subject to the terms and conditions set forth herein, Merchant agrees to honor and accept valid PDCA Cards in connection with the sale or provision of Goods and Services by any facility owned, operated or controlled by Merchant (“Merchant Facility” and/or “Merchant Facilities”), and further agrees to accept as full compensation for such Goods and Services the predetermined PDCA prices therefore as set forth on the Master Service List, as amended from time to time. In connection therewith, Merchant hereby unconditionally agrees: (a) to honor, without discrimination, all valid PDCA Cards when properly presented by a bona fide PDCA Cardholder for a bona fide transaction; (b) that it shall not establish or engage in any procedures, take any action, or make any omission that discourages the acceptance or use of, or discriminates against the use of any PDCA Card; (c) the PDCA Cardholder shall be entitled to determine whether parts used or purchased in connection with the provided Goods and Services are remanufactured or new, and Merchant shall comply with such PDCA Cardholder’s determination; (d) Merchant shall not establish or permit the establishment of any minimum or maximum transaction amounts as a condition for accepting the PDCA Card; and (e) Merchant shall not impose, or allow the imposition of, any surcharge, fee or other special conditions or requirements for accepting a PDCA Card, or charge or allow the charging of any premium fees or charges for any service rendered or product purchased by a PDCA Cardholder.

1.2 Merchant shall prominently display any and all PDCA signs, emblems, decals and/or insignias on promotional materials notifying PDCA Cardholders that the applicable Merchant Facility will accept a PDCA Card in connection with the purchase of any Goods and Services.

2. PDCA Transaction Authorization.

2.1 Merchant agrees to process all PDCA Card transactions though the card processing network and transaction authorization system designated by PDCA, and to follow all procedures for PDCA Card authorization and settlement provided or made available to Merchant by PDCA or by TCH (available at www.tch.com). Such procedures shall include, but shall not be limited to, Merchant obtaining from TCH a pre-authorization code prior to providing any Goods and Services, and further obtaining a post-authorization code after providing such Goods and Services. Merchant expressly acknowledges and agrees that failure by Merchant or its agents to timely obtain either a pre-authorization code or a post-authorization code with regard to any transaction for Goods and Services may invalidate prior authorizations, require new authorizations, and/or jeopardize or result in waiver of Merchant’s the right to receive payment for such Goods and Services.

2.2 Merchant expressly understands and agrees that its obtainment of an authorization code or other approval with regard to a PDCA Card transaction verifies the availability of the PDCA Cardholder’s credit limit at the time the authorization, and evidences the willingness of PDCA to make payment so long as the authorization code remains valid pursuant to the terms of this Agreement. Merchant further understands and acknowledges that verification of a PDCA Cardholder’s credit limit and the resulting authorization code obtained thereby is valid only for a period of forty-eight hours (48) from the time the pre-authorization code is first obtained by Merchant or its agents. Merchant further understands that obtainment of an authorization code does not warrant that the person presenting the PDCA Card is the rightful PDCA Cardholder, nor is it an unconditional promise, guarantee or representation by PDCA, TCH, or their respective agents or representatives that a transaction will not be subject to subsequent dispute, debit, chargeback or refusal of payment.

2.3 Merchant expressly agrees that: (a) The amount deemed to be approved by PDCA or TCH for a transaction for which timely and valid pre-authorization and post-authorization codes have not been obtained (hereinafter “Floor Limit”) is zero dollars ($0.00), and that all transactions must be timely pre-authorized and post-authorized by TCH; (b) any failure by Merchant or its agents to timely obtain both a valid pre-authorization code and post-authorization code will result in a chargeback, refusal of payment, and/or termination of this Agreement; and (c) authorizations cannot be “forced through” by reducing the transaction amount to find an approved authorized amount.

2.4 Merchant acknowledges and agrees that PDCA shall at all times have the right in its sole discretion to: (a) select the PDCA Card processor; (b) the manner or method by which any and all transactions are processed, including but not limited to, processing transactions through any proprietary or non-proprietary network, processing transactions on an “on-us” basis or any other manner or method of transaction processing deemed necessary or appropriate by PDCA; and (c) may change the PDCA Card processor from TCH to any other entity at any time without Merchant’s consent by posting notice of such change on the PDCA website at www.pdcassoc.com.

3. PDCA Transaction Payment and Settlement.

3.1 Merchant shall at all times maintain a commercial checking account (“Account”) with Transportation Alliance Bank Inc. (“TAB”) or with another financial institution designated or approved by TCH that belongs to the Automated Clearing House (“ACH”) network, and which can accept ACH transactions. Merchant hereby authorizes PDCA and TCH to initiate credit entries and adjustments to Merchant’s Account by bankwire, ACH transfer, direct instruction, or any other method as deemed necessary or appropriate by PDCA or TCH to carry out the purposes or obligations of this Agreement.

3.2 PDCA hereby agrees that on or before the tenth (10th) day of each calendar month, PDCA shall cause TCH to effectuate a settlement with Merchant for the face amount of all transactions authorized by TCH occurring the previous calendar month. Merchant understands and agrees that all settlements for PDCA Card transactions pursuant hereto will be net of credits/refunds, adjustments, applicable fees when due, chargebacks or any other adjustments, charges or other amounts then due from Merchant. All credits to Merchant’s Account or other payments to Merchant are provisional and are subject to, among other things, chargebacks, fees, assessments and any other fees and costs due to PDCA or TCH from Merchant. Merchant understands and acknowledges that due to the nature of the ACH and electronic networks utilized for the movement of funds, payment to Merchant may be delayed through no fault of PDCA or TCH.

3.3 All PDCA Card transactions involving the sale or provision of Goods and Services by Merchant to a PDCA Cardholder shall be tax exempt to PDCA. PDCA shall provide to Merchant such tax exempt certificates and other information which Merchant may reasonably require to accommodate such tax exempt transactions. As between PDCA and Merchant, PDCA shall remain solely responsible for the collection and payment of all applicable sales taxes (but specifically excluding any income taxes chargeable to Merchant on income resulting from such transactions.

3.4 All currency exchange rates involving transactions conducted outside the United States shall be determined at the time of the transaction authorization by TCH using the exchange rate posted for the currency being used as found on the “Exchange Rate” section of the TCH website (www.tch.com). This rate and amount of each Authorized Transaction shall determine the settlement amount. Unless otherwise agreed in writing, all fees and amounts set forth herein shall be in U.S. Dollars.

3.5 In the event that Merchant disagrees with the settlement amount, Merchant shall notify TCH of the discrepancy in writing by facsimile to TCH at the number designated in the TCH Information section (on the TCH website) as the “Dispute Fax Number” within 24 hours of the settlement. Merchant shall make reasonable efforts to resolve all discrepancies regarding the settlement amount within twenty-four (24) hours; and final payment of any unpaid disputed amount shall be included in the next month-end settlement.

3.6 In the event Merchant, PDCA Cardholder, PDCA and TCH are unable to come to agreement on the settlement amount in accordance with the Master List rates, PDCA and TCH shall be entitled to reverse the charge, and Merchant shall resolve such charge directly with the PDCA Cardholder. In the event that a PDCA Cardholder disputes a purchase amount that has been paid to Merchant, PDCA and/or TCH shall have the right to deduct such purchase amount from a following settlement amount upon notification to Merchant of the dispute. Such amount shall be repaid to Merchant once Merchant substantiates the legitimacy of the purchase and the invalidity of the claim by the PDCA Cardholder.

3.7 In no event shall PDCA or TCH be responsible for payment of any amount to Merchant if PDCA or TCH has paid such amount to another party due to fraud that was facilitated in any way by the failure of Merchant to inform PDCA and/or TCH of a discrepancy in the settlement amount within the time period and by the means set forth in Sections 3.5 and 3.6 above.

3.8 If at any time Merchant shall owe PDCA or TCH any amount due to a mistake in payment, an effectuation of fraud of any type by Merchant or Merchant’s agents or employees, or for any other reason whatsoever, PDCA and TCH shall have the right to offset any or all of such amount or amounts from any amounts owed by PDCA or TCH to Merchant.

4. GENERAL DUTIES OF MERCHANT:

4.1 In processing PDCA Card transactions, Merchant shall follow the procedures specified in the Authorization Procedures Manual provided by TCH under the “Company Information” section on the TCH webpage at www.tch.com which manual is incorporated herein by this reference, and such other instructions and procedures as TCH shall provide to Merchant from time to time (hereinafter collectively “Authorization Procedures”). Non-fraudulent purchases of Merchant’s goods and services authorized by TCH in accordance with the Authorization Procedures shall hereinafter be referred to as either “Authorized Transactions” or “Authorized Transaction.” Merchant agrees that it shall not process through PDCA or TCH any transaction that PDCA or TCH does not expressly authorize. PDCA and TCH may refuse to accept any Authorized Transaction or revoke its prior acceptance thereof in any one or more of the following circumstances: (i) The transaction was not made in compliance with all terms and conditions of this Agreement, as well as all applicable laws, rules or regulations; or (ii) Customer disputes his or her liability to Merchant, PDCA or TCH for any reason, including, but not limited to, those chargeback rights enumerated by law, this Agreement or any other agreement in effect from time to time; or (iii) The transaction was not a bona fide transaction directly between Merchant and Customer. Merchant shall not accept any transaction on behalf of any other person or persons, or any other business. If such refusal or revocation occurs, Merchant shall, in addition to any penalties and fees, immediately repay PDCA or TCH the full amount credited by PDCA or TCH to Merchant’s account on the basis of such sales draft.

4.2 Merchant agrees to keep a written record of each PDCA Card transaction with Merchant for a minimum period of six (6) months from the date of the transaction. Merchant shall provide to PDCA and/or TCH at no cost to PDCA and/or TCH, a copy of each transaction document requested by PDCA and/or TCH within twenty-four (24) hours from the date of such document request. No record or transaction receipt shall be accepted and deemed valid unless the PDCA Customer has signed the document.

4.3 Immediately upon the execution of this Agreement, Merchant shall provide to PDCA: (i) the names, street addresses and phone numbers of all Merchant Facilities that are subject to this Agreement together with such other information needed for inclusion in PDCA’s and/or TCH’s directories and records, and (ii) all tax identification numbers of Merchant, if any.

4.4 Merchant shall not assign, encumber or otherwise transfer any right or interest in this Agreement to any other party without first obtaining the prior written consent of PDCA.

4.5 Merchant shall follow the transaction dispute process described in the TCH Authorization Procedures Manual as amended from time to time, to resolve any disputes regarding Authorized Transactions.

4.6 Merchant hereby agrees to reimburse, indemnify, defend, and hold harmless PDCA and TCH its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all liability, claims, damages, losses, costs, and expenses, including reasonable attorney’s fees, arising out of or relating to:

(1) payments PDCA or TCH makes to Merchant in error including but not limited to payments on fraudulent transactions, payments on unauthorized transactions and mistake payments;

(2) all claims, suits, or other proceedings of third parties arising from the acts or omissions of Merchant, its employees, contractors, and agents in connection with the operation of Merchant’s business, or in connection with the sale and provision of any Goods and Services by Merchant or its agents, or the use and consumption of such Goods and/or Services by any third person, that are not a direct result of the negligent or intentional misconduct of PDCA or TCH;

(3) Merchant’s breach of any provision in this Agreement;

(4) any return of Goods and Services, price adjustments or other dispute with or claim by a Customer (whether or not such Customer claim or demand is valid); (5) any chargeback that arises from the transactions that are subject to this Agreement; (6) the purchase, delivery, installation, acceptance, rejection, ownership, possession, use, operation, condition, liens against, or return of the equipment provided to Merchant by PDCA or TCH; and (7) any voluntary or involuntary bankruptcy or insolvency petition or proceeding involving Merchant or any of its parent, subsidiary or affiliated entities. This indemnity shall survive the termination of this Agreement.

5. OBLIGATIONS OF PDCA. PDCA shall cause TCH to provide a 24-hour per day, seven (7) days a week communication service with Merchant for the specific purpose of authorizing PDCA Card transactions.

6. JOINT OBLIGATIONS AGAINST FRAUD. Neither Merchant nor PDCA shall defraud, or knowingly assist or facilitate any person in any effort to defraud the other or to defraud TCH. Merchant and PDCA agree to cooperate with each other and with TCH in each effort to investigate and prosecute any fraud perpetrated against Merchant, PDCA or TCH in connection with the sale or provision of any Goods and Services, or in connection with any transaction or other activity contemplated by this Agreement.

7. LIENS AND SECURITY INTERESTS. Merchant irrevocably grants to PDCA and TCH a lien against and security interest in any funds pertaining to the transactions contemplated by this Agreement now in its possession or that may come into PDCA’s or TCH’s possession, whether due or to become due to Merchant, together with proceeds thereof. Merchant agrees to execute and deliver to PDCA and/or TCH such instruments and documents that PDCA or TCH may reasonably request to perfect and confirm the lien, security, interest and right of set off.

8. PROPRIETARY RIGHTS AND INFORMATION.

8.1 Merchant understands and agrees that it shall have no right to use the proprietary name and/or symbols or marks of PDCA, TCH, or their respective parents, affiliates, subsidiaries, agents and representatives, unless the materials containing such are provided to Merchant by PDCA or TCH, and/or are approved in advance by PDCA or TCH, as applicable, and, in either event, only while this Merchant Agreement is in effect, or until Merchant is notified by PDCA or TCH, as applicable, to cease usage of the same. Unless otherwise provided in this Agreement, PDCA, TCH and/or their respective affiliates own all proprietary rights, including but not limited to, copyrights, patents, trademarks, and trade secrets, and this Agreement does not transfer any interest in any of those rights to Merchant. If PDCA or TCH discloses to Merchant any information that PDCA or TCH identifies as confidential, Merchant shall maintain that information in confidence and shall not use it for any purpose other than as expressly permitted in writing by PDCA or TCH, as applicable. Merchant acknowledges that the sale or disclosure of databases containing PDCA Cardholder account numbers, personal information, or other PDCA Card transaction information (including without limitation, all service and product pricing and rebate information) to third parties is strictly prohibited. Merchant shall not use, disclose, sell or disseminate any PDCA Cardholder information obtained in connection with any transaction, including but not limited to, names, addresses, account numbers, copies of sales records, mailing lists, tapes or other media obtained in connection with any transaction. PDCA may disclose Merchant’s transaction information only as required by law and to resolve disputes. .

8.2 Merchant shall use proper controls for, limit access to, and render unreadable prior to discarding, all records containing PDCA Cardholder account numbers and card imprints where applicable. Merchant agrees to store all media containing PDCA Cardholder names, account information and any and all other personal information in an area limited to selected personnel and, prior to discarding any such information, destroy in a manner that renders the data unreadable. Merchant further agrees that in the event of its sale or failure, including bankruptcy, insolvency, other suspension of business operations, it will not sell, transfer, or disclose any materials that contain cardholder account numbers, personal information or transaction information to third parties, and shall return the information to PDCA and provide acceptable proof of destruction to PDCA, its parent, affiliates, agents or representatives.

9. Term. This Agreement will be effective when accepted by PDCA and will continue in full force and effect for the term set forth in Exhibit A, attached hereto and incorporated herein for all purposes; and shall be further extended automatically for successive like periods until terminated in accordance with the terms hereof.

10. Merchant’s Warranties and Representations. Merchant hereby represents and warrants that:

10.1 It is duly organized and currently existing in good standing under the laws of the jurisdiction in which it was organized, has the corporate power to own property and carry on business as now being conducted, and is qualified to do business in all jurisdictions in which the nature of the business conducted makes such qualification necessary.

10.2 It has all governmental licenses and permits required to conduct its business and is in compliance with all laws, rules, and regulations applicable to it and its business.

10.3 It has full corporate power and authority to execute, deliver and perform this Agreement.

10.4 All corporate action on its part, or its directors or stockholders, necessary for the authorization, execution, delivery, and performance of this Agreement has been duly taken. This Agreement is a legal, valid, and binding agreement enforceable against it in accordance with the terms hereof.

10.5 Its officers executing this Agreement are duly and properly in office and fully authorized to execute same.

10.6 No consent or approval of any individual or entity is necessary in connection with the execution and delivery by it of this Agreement, or any transaction contemplated hereby; provided, however, if such a consent, approval, filing or registration is so required, then Merchant represents and warrants that such requirement has been satisfied.

10.7 There is no charter, by-law, or capital stock provision of it and no provision of any indenture or agreement, written or oral, to which Merchant is obligated, nor is there any applicable statute, governmental rule or regulation, or any judgment, decree or order of any court of agency binding on it, which would be violated or breached by its execution and delivery of this Agreement, or performance of any provision, condition, covenant, or other term hereof or thereof, which violation or breach would have a material adverse effect on it or on this Agreement. Merchant knows of no reason, existing or threatened, which may prevent full performance by it of this Agreement.

10.8 Merchant is familiar with the requirements of all applicable laws that relate to the subject matter of this Agreement and its obligations hereunder, and agrees that it will comply, in all material respects, with any and all applicable laws, rules, regulations, orders, directives, measures, or decisions enacted, issued, promulgated or otherwise made by any branch, division, department, or agency of any federal, state, municipal, or other level of government as enacted and/or amended from time to time relating to its activities under this Agreement now and in the future.

11. Miscellaneous Provisions

12.1 Merchant and PDCA are independent contractors, and nothing herein shall be construed as creating an employment, agency, franchise, joint venture or partnership between them. Neither party shall have any right, power or authority to enter any agreement for or on behalf of, or incur any obligation or liability, or to otherwise bind, the other party or TCH.

12.2 ALL GOODS AND SERVICES PROVIDED BY PDCA OR TCH UNDER THIS AGREEMENT ARE PROVIDED AS IS AND AS AVAILABLE. NEITHER PDCA NOR TCH MAKE ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY GOODS OR SERVICES, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, CONDUCT, OR INDUSTRY PRACTICE. EXCEPT AS EXPRESSLY INDICATED HEREIN, NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, ORAL OR WRITTEN, INCLUDING BUT NOT LIMITED TO, ANY STATEMENT REGARDING PERFORMANCE OF ANY GOODS OR SERVICES, WHETHER MADE BY EMPLOYEES OR PDCA OR TCH OR OTHERWISE SHALL BE DEEMED TO BE A WARRANTY BY PDCA FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF PDCA OR TCH.

12.3 NO PERSON OR PARTY SHALL BE LIABLE FOR EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, OR STICT LIABILITY, OR DAMAGES CAUSED BY HACKERS, CODE DEVELOPED WITH MALICIOUS INTENT, INTERRUPTED COMMUNICATIONS, LOST BUSINESS, LOST DATA, OR LOST PROFITS.

12.4 This Agreement shall be interpreted, construed and governed in accordance with the laws of the State of Utah, U.S.A., without reference to conflict of laws principles. All disputes arising from or relating to this Agreement shall be litigated within the State of Utah and the parties hereby consent to such exclusive jurisdiction and waive objections to venue therein, except for proceedings that need to be brought in another jurisdiction to enforce an order or judgment of a court in Utah. To the extent that a state and/or federal court located within the State of Utah refuses to exercise jurisdiction hereunder, the parties agree that jurisdiction shall be proper in any court in which jurisdiction may be obtained notwithstanding this paragraph.

12.5 This Agreement may by be terminated by either party at anytime as follows: BY MERCHANT: Merchant may terminate this Agreement by delivering written or telephonic notice to PDCA at any time. BY PDCA: PDCA reserves the right and privilege to terminate this Agreement, to revoke or suspend Merchant’s privileges hereunder, to take any action or pursue any claim allowed by law, to interrupt or terminate any and all services provided by PDCA or TCH to Merchant at any time without notice and/or to amend this Agreement at any time. Termination, revocation, or suspension of this Agreement shall not affect Merchant’s obligations incurred prior to such termination.

12.6 Amendments to this Agreement shall be effective immediately upon notice of the proposed amendment as mailed to Merchant at the address provided in this Agreement, or as posted on the PDCA web page found on the World Wide Web at www.pdcassoc.com.

12.7 In the event that any provision of this Agreement is held to be unenforceable or invalid by any court competent jurisdiction, the validity and enforceability of the remaining provisions will not be affected, and in lieu of such invalid or unenforceable provision there will be added automatically, as part of this Agreement, a provision as similar in terms as may be valid and enforceable, if possible.

12.8 Except as otherwise stated herein, any notice, demand or other communication required or permitted hereunder will be in writing and will be given by hand delivery, overnight delivery service, charges prepaid, or certified mail, return receipt requested, postage prepaid, to the addresses of the parties as provided herein, or as changed through written notice to the other party. All such notices, demands, and other communications will be deemed to have been received on the date received if by hand, one (1) business day after delivery to the overnight delivery service, if delivered by overnight delivery service, or three (3) business days after deposit if delivered by U. S. Mail.

12.9 Each party agrees to execute all such further instruments and to take all such action as the other party may reasonably require in order to effectuate the terms and purposes of this Agreement.

12.10 In the event any action at law or in equity between the parties hereto is instituted to enforce any of the provisions hereof, the unsuccessful party to such litigation will pay to the prevailing party all costs and expenses (including, but not limited to, reasonable attorney’s fees) incurred therein by such prevailing party; and if such prevailing party recovers judgment in any such action or proceeding, such cost, expenses, and attorney’s fees may be included in and as a part of such judgment. The prevailing party will be the party who is entitled to recover the costs of suit whether or not the suit proceeds to final judgment. The court will determine the prevailing party for purposes of entitlement under this paragraph.

12.11 This Agreement may be executed and delivered by the parties in counterparts, each of which will be deemed an original and all of which together shall constitute one and the same instrument. Merchant shall not assign any right, title or interest under this Agreement without the prior written consent of PDCA.

12.12 This Agreement shall be construed as though drafted by both parties and shall not be construed against or in favor of any one party. This Agreement has been reviewed by all parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, and references to the part include the whole. The use of the word “including” shall be construed as providing examples only and shall not limit the generality of any provision in which it is used. The use of the word “or” has the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “hereby”, “hereunder”, and similar terms used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Section, subsection, clause, and exhibit references are to this Agreement unless otherwise specified

12.13 Each party agrees that any waiver by the other party to enforce any right hereunder on any occasion shall not establish a basis for claiming a waiver of any right by the other party on any subsequent occasion. All waivers of rights hereunder shall set forth in a writing signed by the party against whom the waiver is being enforced.

12.14 The undersigned hereby certifies that he/she has been duly authorized by all necessary and appropriate corporate action to execute this Agreement on behalf of the respective party to form a legally binding contract and understands that acceptance of the Agreement constitutes an agreement to be bound to perform in strict conformity with the terms and conditions set forth herein. 12.15 TCH is hereby specifically designated as an express third party beneficiary of this Agreement, and is expressly granted all rights, authority and standing necessary or required in order to enforce or obtain damages (including, without limitation, all reasonable attorneys fees and costs of court) from the breach of, any obligations of the parties hereto in favor of TCH.