Page 488 - Onboarding May 2017

"Purchase Documentation" with respect to particular Products shall mean, collectively, all of the evidence of a contract
between the Co-op and/or its Selected Buyers and Supplier for the purchase and sale of those Products, including, without
limitation, any Purchase Order and any other writings (including digital and other media, and regardless of the manner of
transmission, including transmission electronically) so construed by virtue of Section 2-207 of the Uniform Commercial Code,
as adopted and in effect in Missouri from time to time. Sections 2(b), (c), and (d) of this Agreement establish the terms of
any agreement between Supplier and the Co-op and/or its Selected Buyers with respect to the purchase and sale of
Products and/or services that might relate thereto.

"Purchase Order" shall mean any request made by the Co-op or any of its Selected Buyers to the Supplier, regardless of the
form of the request (oral, written, digital or through any other media) and regardless of the manner of transmission (including,
without limitation, transmission electronically), for the Co-op and/or its Selected Buyers to purchase Products from Supplier.

"Selected Buyers" shall mean only those Operators, Approved Distributors, subsidiaries of the Co-op and the Concept Co-
ops, and other Persons affiliated with the System authorized by the Co-op to benefit from and purchase Products, directly or
indirectly, from Supplier pursuant to this Agreement.

"System" shall mean the system of restaurants and other outlets operated under the Applebee's Neighborhood Grill & Bar
concept and IHOP concept, and such other concepts as may be designated by the Servicers.

(b) Other capitalized terms herein but not defined in this Section shall have the meanings ascribed to them
wherever such terms first appear in this Agreement or the preamble and recitals hereto.

Item 2 - Purchase and Sale

(a) Terms and Conditions. Supplier hereby agrees to sell to the Co-op and/or its Selected Buyers such
Products as each of them severally order on the terms and conditions set forth herein and in applicable addenda (“SSA
Addenda”) hereto from time to time executed by Supplier and the Co-op and incorporated herein by this reference. The
terms and conditions contained in this Agreement (and other documents specifically incorporated herein by reference
including the SSA Addenda) shall govern the terms and conditions of all sales of Products (including those sales made with
the aid of electronic or paperless ordering processes) from Supplier to the Co-op and/or its Selected Buyers from and after
the Effective Date. If the terms of this Agreement shall conflict with the provisions of the SSA Addenda, the terms of the SSA
Addenda shall control. If any term of an SSA Addendum conflicts with a term of any other SSA Addendum, the term
contained in the SSA Addendum last executed by Supplier and the Co-op shall control.

(b) The Entire Agreement. Supplier and the Co-op agree that this Agreement (including any Purchase
Orders issued by the Co-op or its Selected Buyers) contains the entire agreement among the parties with respect to the
purchase and sale of Products.

(c) No Supplemental Terms. Unless both Supplier and the Co-op sign an agreement that amends the
provisions of this Agreement by express reference to this Agreement, no Purchase Documentation (other than Purchase
Orders) may supplement or vary the terms of this Agreement, and the terms of this Agreement shall control and supersede
the terms of any such other Purchase Documentation including any order acknowledgment documentation issued by
Supplier to the Co-op or its Selected Buyers.

(d) No Additional Terms. The Co-op and/or its Selected Buyers object to any order acknowledgment or
other Purchase Documentation issued by Supplier that states terms in addition to or different than, or which vary from, the
terms of this Agreement; such additional, different or varying terms will not be part of any agreement between Supplier and
the Co-op, even if such Purchase Documentation purports to govern or supersede this Agreement.

(e) Authority. The issuance of information, advice, approvals or instructions by the Co-op’s operations
personnel or other unauthorized representatives shall be deemed expressions of personal opinions only and shall not affect
the Co-op’s and Supplier’s rights and obligations hereunder, unless the same is in writing and signed by the Co-op or the Co-
op’s “Authorized Agent.” For purposes of this provision, the Co-op’s “Authorized Agent” shall mean one of the following as
the Co-op may designate from time to time: (i) the Co-op’s Category Manager; (ii) the Co-op’s Director of Procurement; (iii)
the Co-op’s Chief Procurement Officer; or (iv) the Co-op’s Chief Executive Officer or Chief Financial Officer.

(f) No Liability. Notwithstanding any other provision of this Agreement, Supplier agrees that neither the
Co-op nor its employees, agents, or representatives, shall have any liability or obligation for any payments or claims made
with respect to Products sold by Supplier directly to Selected Buyers. Supplier also agrees that the Co-op shall be released