Page 492 - Onboarding May 2017

Item 14 - Term.
The term of this Agreement ("Term") shall commence as of the Effective Date, and shall continue until terminated as
provided for in Section 15 below. Notwithstanding the foregoing, each of Supplier’s covenants, representations and
warranties shall survive the termination of this Agreement as applicable to any Products sold during the Term.

Item 15 - Termination.

(a) Co-op’s General Right to Terminate. The Co-op reserves the right to terminate this Agreement or
any part hereof upon thirty (30) days written notice to Supplier. In the event of such a termination, Supplier shall immediately
stop all work hereunder, and shall immediately cause any of its suppliers or subcontractors to cease such work. In the event
a minimum/maximum inventory mechanism is specified in one or more applicable SSA Addenda, the Co-op and/or its
Selected Buyers, as the case may be, shall purchase Supplier’s entire conforming inventory of merchantable Products
specifically identified to this Agreement in an amount not to exceed the maximum inventory specified. In the absence of such
a minimum/maximum inventory mechanism, the Co-op and/or Selected Buyers will purchase Supplier’s conforming inventory
of merchantable Products (including finished Products, work in process, and proprietary raw materials) on hand at the time of
termination; provided, however, neither the Co-op nor any Selected Buyers shall be obligated to purchase more of such
conforming inventory of merchantable Products than the aggregate amount of such Products (including finished Products,
work in process, and proprietary raw materials), determined on an item-by-item basis, purchased by the Co-op and/or its
Selected Buyers in an average thirty (30) day period over the three (3) months immediately prior to the effective date of the
termination. In no event shall the Co-op or its Selected Buyers have any obligation to pay Supplier for any inventory
produced after receipt of the notice of termination except for work in process or proprietary raw materials produced into
Products with the Co-op's written consent, subject to the foregoing purchase limitations. Notwithstanding the termination of
this Agreement, any purchases by the Co-op and/or its Selected Buyers of Products required or otherwise made to assist
Supplier shall be subject to the terms of this Agreement concerning Products.

(b) Supplier’s General Right to Terminate. Supplier may only terminate this Agreement upon not less
than six (6) month written notice to the Co-op during which time the Co-op will cooperate with Supplier in liquidating
Supplier's inventory (including finished Products, work in process, and proprietary raw materials) on hand as of the effective
date of termination.

(c) Termination for Cause.

(i) The Co-op may also terminate this Agreement or any part hereof at any time for cause in the
event of any default by the Supplier or if the Supplier fails to comply with any of the terms and conditions of this Agreement;
provided, however, if (i) the default is curable and is not chronic in nature, and (ii) does not involve or relate to (A) Supplier’s
approval or authorization to supply Products to the System; (B) the safety of the Products; (C) actual or potential damage to
the reputation of the Co-op, the Servicers or one or more of their affiliates, or one or more of the Selected Buyers; (D) the
unauthorized use of a Selected Buyer’s names or trademarks; and/or (E) the unauthorized use of the names or trademarks of
the Servicers or one or more of their affiliates, Supplier shall have a period of ten (10) days from receipt of written notice of
such default from the Co-op or its Selected Buyers within which to cure such default to the reasonable satisfaction of the Co-
op and/or its Selected Buyers. Late deliveries, deliveries of Products which are defective or which do not conform to this
Agreement, and failure to provide the Co-op or its Selected Buyers, upon request, of reasonable assurances of future
performance shall all be causes allowing the Co-op to terminate this Agreement for cause. In the event of a termination for
cause: (i) the Co-op's and/or its Selected Buyers' sole and complete obligation shall be to pay as a purchaser for conforming,
merchantable Products purchased and delivered, but not paid for, prior to the notice of termination, and to cooperate with
Supplier in Supplier’s attempts to liquidate Supplier's conforming inventory of merchantable Products; and (ii) Supplier shall
be liable to the Co-op and/or its Selected Buyers for any and all damages sustained by reason of the default which gave rise
to the termination. Nothing in this Item shall limit the Co-op's rights to terminate this Agreement as provided in Section 15(a).

(ii) Supplier may also terminate this Agreement or any part hereof at any time for cause in the
event of any default by the Co-op or if the Co-op fails to comply with any of the terms and conditions of this Agreement
applicable to the Co-op; provided, however, that the Co-op shall have a period of thirty (30) days from receipt of written
notice of such default from Supplier within which to cure such default to the reasonable satisfaction of Supplier. In the event
of a termination by Supplier pursuant to this Section 15(c)(ii), Supplier’s sole and complete obligation shall be to deliver
conforming, merchantable Products ordered prior to the effective date of the termination. This Section 15(c)(ii) applies only to
defaults by the Co-op; Supplier shall have no right to terminate this Agreement in the event of a default by a Selected Buyer
in its obligations hereunder to Supplier.

Item 16 - Insurance.