Page 42 - Aida Hovsepian Onboarding
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RESPONSIBILITIES OF THE BOARDS OF DIRECTORS

                                   CENTRALIZED SUPPLY CHAIN SERVICES, LLC
                                          APPLE SUPPLY CHAIN CO-OP, INC.
                                        PANCAKE SUPPLY CHAIN CO-OP, INC.

                       The  responsibilities  of  the  Centralized  Supply  Chain  Services,  LLC  (“CSCS”)  Board  of
               Directors and the Apple Supply Chain Co-op, Inc. and Pancake Supply Chain Co-op, Inc.
               (collectively, the “Concept Co-ops”) Boards of Directors include, but are not limited to, fulfilling
               legal standards for board and director conduct and other duties contemplated in CSCS’s Limited
               Liability Company Agreement and the Supply Chain Program Management Agreements between
               CSCS and each of its member Concept Co-ops.

                       A Director must discharge the Director’s duties as a Director, including the Director’s
               duties as a member of a Board Committee, in good faith, on an informed basis, and in a manner
               that the Director honestly believes to be in the best interest of CSCS and/or the Concept Co-ops,
               as  applicable  (“Co-op”).  Each  Director  has  duties  of  loyalty,  candor  and  confidentiality  to  the
               applicable Co-op.   Each Director's duties transcend the Director's individual, regional and, for
               CSCS Directors, concept, interests.

                       Directors, as such, have no individual authority to act on behalf of the applicable Co-op.
               Only the Directors acting as a Board may act on behalf of a Co-op.  Board Committees have only
               the authority to act or decide matters as such authority is specifically delegated by the Board.

                       Under CSCS’s Limited Liability Company Agreement and the Supply Chain Program
               Management Agreements, the CSCS Board’s responsibilities include, without limitation,
               providing governance and policy with respect to:

                    *   Establishing and operating supply chain programs for each of the Concept Co-ops;

                    *   Establishing and operating programs to support each of the Concept Co-op’s other
                        needs and requirements;

                    *   Securing competent senior management;

                    *   Identifying cross concept opportunities to lower store delivered prices and improve
                        service.

                    *   Program management with each of the Applebee’s and IHOP concepts as franchisor;

                    *   Oversight of administration, personnel and human resources, finance and other support
                        activities;

                    *   Recommending appropriate methodologies to allocate the income and expense of each
                        Concept Co-op’s supply chain and other programs;

                    *   Development and operation of information systems including supply chain monitoring
                        programs;
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