Page 298 - Tom Finocchiaro - RPI Apple Onboarding

d. Inspection of Records. Upon reasonable notice, the Co-op and/ or the Servicers may inspect and audit all records
maintained by Supplier in connection with this Agreement during the Term and for a period of three (3) years after
this Agreement’s termination. The Co-op or Servicers shall conduct any inspections and audits under this Section
during normal business hours at Supplier’s principal place of business. Supplier shall cooperate fully in any
inspection and audit; and provide copying capability and work space.

Section 9 - Financial Information.
Financial Information. The Co-op may request financial information, such as revenues, assets, liabilities, and cash flow,
from the Supplier to confirm the Supplier has the financial strength and stability to perform its obligations under this
Agreement and Supplier shall provide such financial information to the Co-op.

Section 10 - Supplier's Representations and Warranties.
a. In addition to any warranties that may be required by the Servicers in connection with supplier approval procedures,
the following representations and warranties run to the benefit of the Co-op, its Selected Buyers, and the Servicers
and their heirs, successors, and assigns. Supplier represents and warrants the following:

(i) Fitness for Particular Purpose. The Co-op, its Selected Buyers, and/ or the Servicers have informed Supplier of the
particular purpose for which the Products are required and that the Co-op, its Selected Buyers, and/ or the Servicers are
relying on Supplier's skill and judgment to furnish suitable Products. Supplier warrants that the Products are and will be fit for
such particular purpose.

(ii) Specifications. Supplier represents and warrants that the Products conform in every respect to the specifications for the
Products provided, or to be provided, by the Servicers ("Specifications"), which Specifications are incorporated herein by
this reference. Supplier shall not deviate from such Specifications unless previously authorized in writing by a Servicer.

(iii) Conformity to Law. Supplier represents and warrants that the Products have been and will be manufactured, processed,
fabricated, and produced and may be shipped, sold, and used in a customary manner without violation of any law, ordinance,
rule, or regulation of any governmental or administrative body.

(iv) Title. Supplier represents and warrants that it has the right to transfer good and merchantable title to the Products; that the
Products on delivery will be free from all security interests and other liens and encumbrances; and that the Co-op and/ or its
Selected Buyers will have peaceful possession and quiet enjoyment of the Products.

(v) Infringement. Supplier represents and warrants that neither the Products nor their normal use or resale infringes or will
infringe any patents, trademarks, or copyrights (or other intellectual property rights of any third party) now existing or later
issued by the United States of America or any foreign country. However, Supplier makes no warranty regarding any
infringement of logos, artwork, or other graphic designs provided or created by the Servicers or their affiliates. Upon
notification by the Co-op, its Selected Buyers, and/ or the Servicers of the commencement of any action, claim, suit, or
proceeding against the Co-op, its Selected Buyers, and/ or the Servicers alleging infringement of any patent, trademark,
copyright, or other intellectual property right of any third party, Supplier shall defend, indemnify, and hold the Co-op, its
Selected Buyers, and/or the Servicers and their affiliates harmless against any such action, claim, suit, or proceeding, at
Supplier's sole expense. If the Products are held to infringe any such patent, trademark, copyright, or other intellectual
property right of any third party, or the use of the Products is otherwise enjoined, then Supplier shall, at its sole expense,
either: (i) procure for the Co-op, the Selected Buyers and the Servicers the right to continue to use the Products, or (ii)
replace the Products with non-infringing Products of equal or better quality and quantity, or (iii) modify the Products to the
extent necessary to cause them to be non-infringing without materially affecting their value, or (iv) take back the Products
and refund the price of the Products. Nothing in this Section limits or otherwise affects any remedy at law or in equity that the
Co-op, its Selected Buyers, and/ or the Servicers may have against Supplier for breach of any representation, warranty, or
other obligation in this Agreement.

(vi) Merchantability. Supplier warrants that the Products are and will be of merchantable quality. Products of merchantable
quality must be at least:

1. of fair average quality and pass without objection in the trade under the contract description;
2. fit for the ordinary purposes for which such Products are used;
3. run, without variation, of even kind, quality, and quantity within each unit and among all units involved;