Page 68 - Aida Hovsepian Onboarding

its affiliates and their successors as operators of IHOP outlets. If the Co-op rejects a
subscription, the Co-op will promptly notify the operator in writing of such rejection and refund
all subscription payments, without interest. For the purpose of this Section 5, “cause” shall
mean: (a) commission by the operator of any dishonest act, fraud, embezzlement, bribery,
materially false or misleading statement, extortion or theft with respect to the operator’s business
or otherwise; (b) conviction of or admission by the operator, whether following a trial or by a
plea of guilty or no-contest, to any criminal charges involving moral turpitude, dishonesty, fraud,
embezzlement, bribery, materially false or misleading statements, extortion or theft; or (c)
engaging in any improper act or making any improper statement by the operator that would have
the effect of materially impairing the business interests of the Co-op or Centralized Supply Chain
Services, LLC (“CSCS”) as determined in the sole, but reasonable, discretion of the Co-op.

6. Purchase Commitments. As long as the Member is a stockholder member of the
Co-op, the Member shall acquire substantially all of its beverages, food, packaging and supplies
and related services (“Goods”) and equipment and related services (“Equipment”) and the
distribution services for the Goods and Equipment (“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 CSCS and the Co-op agree 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 this Agreement and the Member is no
longer a stockholder member of the Co-op.

7. Other Commitments.

(a) The Member understands, acknowledges, and agrees to submit all requests
for supplier and distributor approval through the Co-op and/or CSCS. The Member understands,
2