Page 49 - Aida Hovsepian Onboarding

Section 2.6. Purchase Commitments. Members shall acquire substantially all of their
Goods and Equipment and the Distribution Services for use in the member’s IHOP retail outlet(s)
located in the United States (the “Outlets”) through the supply chain programs of the Co-op and/or
CSCS. "Substantially all" with respect to Goods, Equipment and Distribution Services means all
Goods, Equipment and Distribution Services except Goods, Equipment and Distribution Services:

(a) Where the Co-op agrees in advance in writing that the member need not purchase
the particular item or category of Goods, Equipment or Distribution Services through the supply
chain programs of CSCS or the Co-op;

(b) Where the member has a specific purchase or distribution commitment which has
been disclosed in detail in writing by the member to CSCS prior to the date hereof and which the
member is unable, as a practical matter, to assign to CSCS or the Co-op or which is inappropriate
for CSCS or the Co-op to assume or which cannot be terminated without penalty by the member;
provided, however, that the member shall not renew such commitment beyond the expiration of its
current term without the prior written consent of CSCS or the Co-op;

(c) Where legal counsel to the member has advised the member that its commitments
or the performance of its other duties under this Section could reasonably be expected in a material
way to violate or breach any applicable material law, ordinance, rule or regulation of any
governmental body or any material judgment, decree, writ, injunction, order or aware of any court,
governmental authority to arbitrative panel, and the member has given written notice to CSCS or the
Co-op of such legal advice; or

(d) Upon the proper termination of the Co-op’s Membership Subscription Agreement
and the member is no longer a member of the Co-op.

Section 2.7. Administration Fees. By virtue of membership in the Co-op, each member:
(a) agrees that the Co-op and CSCS may from time to time collect from the member a fee (an
“Administration Fee”) in consideration of and to fund the Co-op and CSCS’s supply chain
programs and services; and (b) authorizes the Co-op and CSCS from time to time to cause suppliers
and distributors of Goods, Equipment and Distribution Services to collect Administration Fees, as
authorized by the Co-op's Board of Directors, from the member for the account of the Co-op or
CSCS.

Section 2.8. Liquidation Rights. In the event of any dissolution or liquidation of the Co-op
or other disposition of all or substantially all of its assets, after payment of all debts and liabilities of
the Co-op and payment of One Hundred Dollars ($100.00) per share to holders of Common Stock,
the remaining assets of the Co-op shall be distributed to the holders of Common Stock on a
cooperative basis, that is, the Co-op shall return to such members the face amount of outstanding
patronage equities and distribute the remaining assets to such members on the basis of their past
Patronage insofar as such distribution is practicable.

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