Page 491 - Onboarding May 2017

In the event any shipment of Products is not sent and/or received, as the case may be, within the agreed time frame, the Co-
op and/or its Selected Buyers may, with notification to Supplier, order similar Products from another supplier, and Supplier
shall pay to the Co-op and/or its Selected Buyers, as the case may be, within ten (10) business days thereafter the
incremental costs incurred by the Co-op and/or its Selected Buyers in obtaining such similar Products, including without
limitation price differences, shipping charges and tax differences. Neither the Co-op nor its Selected Buyers shall have any
obligation to accept Products not sent and/or received, as the case may be, within the agreed time frame.

Item 11 - Defective or Nonconforming Products.
In the event any Products are defective or nonconforming, Supplier shall ship non-defective and conforming Products
("Replacement Products") to the Co-op and/or its Selected Buyers immediately upon receiving notice from the Co-op and/or
its Selected Buyers as to such defective or nonconforming Products. The Co-op and/or its Selected Buyers may in any
event, with notification to Supplier, order Replacement Products from another supplier, and Supplier shall pay to the Co-op
within ten (10) business days thereafter the extra costs incurred by the Co-op and/or its Selected Buyers in obtaining the
Replacement Products, including, without limitation, price differences, shipping charges and tax differences. The Co-op
and/or its Selected Buyers shall have no obligation to accept Replacement Products that are not immediately shipped as
required above.

Item 12 - Products Out of Stock.
If Supplier is out of stock with respect to any Products, Supplier shall notify the Co-op and its Selected Buyers immediately.
No Products shall be back ordered without the express written consent of the Co-op and/or its Selected Buyers. Upon being
notified that Supplier is out of stock with respect to any Products, the Co-op and/or its Selected Buyers may, with notification
to Supplier, order similar Products from another supplier, and Supplier shall pay to the Co-op and/or its Selected Buyers
within ten (10) business days after demand the extra costs incurred by the Co-op and/or its Selected Buyers in obtaining
such similar Products; provided, however, in the event a minimum/maximum inventory mechanism is specified in applicable
SSA Addenda and Supplier maintains the minimum inventory of Products specified therein, Supplier shall have no obligation
to the Co-op and/or its Selected Buyers to pay for any extra costs incurred by the Co-op and/or its Selected Buyers in
obtaining such similar Products as provided above. The Co-op and/or its Selected Buyers shall have no obligation to accept
back ordered Products except in accordance with the terms and conditions of a written agreement between the Co-op and/or
its Selected Buyers and Supplier with respect to such Products.

Item 13 - Supplier Income.

(a) Supplier shall not, directly or indirectly, pay any "Supplier Income" in connection with Products
purchased hereunder, except for:

(i) Marketing or promotional allowances, if any, described in applicable SSA Addenda which are
distributed or administered by the Co-op for the benefit of Operators pro rata based on the volume of the Operators'
purchases;

(ii) Discounts, rebates or allowances, if any, described in applicable SSA Addenda which directly
lower delivered prices pro rata among Operators based on the volume of the Operators' purchases;

(iii) Prompt pay discounts earned on commercially customary, reasonable prompt payment terms;
and

(iv) Such other income, rebates, allowances, benefits or other Supplier Income expressly
approved by the Co-op prior to being paid.

(b) Supplier shall further not credit purchasers of Products for volume purchased hereunder in
connection with purchases unrelated to the System.

(c) As used in this Agreement, "Supplier Income" means so called earned income, rebates, kick-backs,
volume discounts, tier pricing, purchase commitment discounts, sales and service allowances, marketing allowances,
advertising allowances, promotional allowances, label allowances, back-door income, various fees, mark-ups, margins etc.,
and specifically includes, without limitation: (i) payments and allowances to Approved Distributors from Supplier based on
distributor volume which are not reflected as a reduction in distributor cost or prices; (ii) special or atypical payment terms;
(iii) higher prices permitted Approved Distributors to amortize the cost of excess inventory; (iv) special or atypical favors, gifts
and entertainment; and (v) amounts paid to sponsor the Servicers, Selected Buyers or the Co-op meetings or events.