Page 537 - Aida Hovsepian Onboarding

Section 31 - Relationship of Parties.
Relationship of Parties. Supplier is an independent contractor with respect to performance of its obligations under this
Agreement. Nothing contained in this agreement creates the relationship of partner, principal and agent, or joint venture
between the parties. Supplier has no right or authority to incur obligations of any kind in the same of or for the account of the
Co-op, its Selected Buyers, or the Servicers, or to commit or bind the Co-op, its Selected Buyers, or the Servicers to any
contract or other obligation.

Section 32 - Time is of the Essence.
Time is of the Essence. All times specified in this Agreement for the performance of each party’s obligations are deemed of
the essence. Acceptance of a late performance, with or without objection or reservation, does not waive the right of the Co-
op, its Selected Buyers, or the Servicers to claim damages where supported by applicable law, nor to avail itself of any other
remedy provided under this Agreement or otherwise for such breach, nor constitute a waiver of the requirement of timely
performance of any obligations remaining to be performed by the delinquent party.

Section 33 - Force Majeure.
Force Majeure. If fires, accidents, epidemics, embargos or directions of any governmental authority, acts of God, or other
causes, or the anticipation or fear of such events or causes, that result in a verifiable Product failure and are beyond the
control of Supplier, the Co-op, and/ or its Selected Buyers (a “Force Majeure Event”) materially affects Supplier’s, the Co-
op’s, or its Selected Buyers’ respective abilities to supply, order, effectively utilize, or take delivery of Products, as applicable,
then Supplier, the Co-op, or its Selected Buyers, as appropriate, may, without liability to the others, suspend the production,
order, or acceptance of Products, as applicable, or terminate this Agreement in whole or in part, but only to the extent the
Force Majeure Event prevents, or in the case of effective utilization, impedes, Supplier, the Co-op, or its Selected Buyers, as
applicable, from performing obligations under this Agreement.

Section 34 - Severability.
Severability. If any term of this Agreement or application of a term of this Agreement is invalid, illegal, unconscionable, or
unenforceable in any respect, then the validity, legality, and enforceability of remaining terms of this Agreement, and any
other application of said terms, are not in any way affected or impaired thereby.

Section 35 - Assignment; Changes in Control.
Assignment; Changes in Control. Supplier may not assign its rights or obligations under this Agreement without the Co-
op’s prior written consent. The Co-op may, without Supplier’s consent, assign its rights and obligations under this Agreement
to one or more of its Selected Buyers. Supplier shall provide to the Co-op prompt notice in writing of any change in control of
Supplier. A change in control means one or more transactions or events in which, or after which, 25% or more of the
ownership or ability to control Supplier has changed from one Person or group of Persons acting in concert to another
Person or group of Persons acting in concert.

Section 36 - Remedies.
Remedies. Nothing in this Agreement limits the remedies which may be provided to the Co-op, Selected Buyers, or the
Servicers at law or in equity in connection with the sale and purchase of Products. All rights and remedies of the parties are
cumulative and not alternative, in addition to and not exclusive of any other rights or remedies provided for in this Agreement
which may be provided or permitted by law or equity in case of any breach, failure, or default, or any threatened breach,
failure, or default of any term, covenant, or condition of this Agreement. The rights and remedies afforded either party,
including those referenced in Section 22, are continuing and not exhausted by any one or more uses of such rights and
remedies; may be exercised at any time or from time to time; and any option or election to enforce any such right or remedy
may be exercised or taken at any time and from time to time. This Agreement’s termination, or the change in status of a
party, does not discharge or release any party from any liability or obligation then accrued, or any liability or obligation
continuing, or intended by its nature or terms to continue, beyond or arising out of this Agreement’s termination, or such
change in status, including any of Supplier’s warranties.

Section 37 - Waiver.
Waiver. Either party’s failure or delay to exercise any right, power, privilege, or remedy under this Agreement does not
constitute a waiver of such right, power, privilege, or remedy. No waiver by either party of any provision of this Agreement is
deemed to have been made unless such waiver is made in writing and signed by the party in which enforcement is sought.