Page 493 - Onboarding May 2017
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(a)       Commercial General Liability Insurance.  Supplier agrees to maintain, during the entire term of
            this Agreement and, notwithstanding any provision to the contrary in this Agreement, following the termination of this
            Agreement for such time as any of the Products shall reasonably remain at the facilities of the Co-op or its Selected Buyers,
            commercial general liability insurance, including, but not limited to, completed operations, contractual liability, broad-form
            property damage, personal & advertising injury, and product liability coverage, in amounts not less than those reasonably
            required from time to time by the Servicers and the Co-op and set forth in and subject to Section 16(g) below.  The use of a
            commercial umbrella policy is permitted to satisfy any minimum required insurance limits.  Such coverage shall be written
            only on an occurrence based form unless the use of a claims made form is approved in writing and in advance by both the
            Servicers and the Co-op.  If a claims made form is used, Supplier agrees to keep the policy in force for 3 years following the
            termination of this Agreement.

                                       (b)       Umbrella/Excess Liability.  Supplier agrees to maintain an umbrella/excess liability policy in the
            amounts set forth in and subject to Section 16(g) below. The umbrella/excess liability policy must follow form of the primary
            commercial general liability policy and must be endorsed to be primary and non-contributory to any insurance policies
            maintained by the Co-op and/or Selected Buyers.

                                       (c)       Workers Compensation Insurance.  Supplier also agrees to maintain a policy of workers’
            compensation insurance as required by law in the state(s) in which this Agreement is to be performed.  In addition, Supplier
            agrees that any state(s) in which this Agreement is to be performed shall be named in Section 3.A of the workers’
            compensation declarations page for such policy.

                                       (d)       Insurance Coverage.  The insurance coverage required herein shall be provided by an insurance
            company or companies with an A. M. Best’s rating of A- or better. The insurance coverage shall be primary and non-
            contributory to any coverage the Co-op and/or its Selected Buyers may have whether pursuant to or independent of this
            Agreement. The insurance coverage provided hereunder shall not in any way be endorsed, amended or otherwise restricted
            to limit the coverage provided under a simplified commercial general liability insurance policy promulgated by Insurance
            Services Office, Inc. or its successor organization.

                                       (e)       Required Certificate of Insurance.  Supplier agrees to furnish, together with its execution of this
            Agreement and thereafter in advance of any annual renewal of or any relevant and material change in Supplier’s insurance
            coverage, a fully complying current certificate of insurance for Servicers' and the Co-op's approval, which certificate shall
            provide that the following are additional insureds on Supplier’s commercial general liability and umbrella/excess liability
            policies: “Centralized Supply Chain Services, LLC and its members and affiliates; DineEquity, Inc. and its subsidiaries and
            affiliates (the “Franchisors”); all franchisees, licensees and approved distributors of the Franchisors and their affiliates.”
            Notwithstanding the foregoing, neither Servicers’ nor the Co-op's review or approval of such certificate shall relieve Supplier
            to any degree of its obligation to maintain the required coverage hereunder. All Supplier insurance policies shall contain a
            waiver of subrogation in favor of the Co-op, the Servicers, and Selected Buyers.

                                        (f)        Change in Insurance Coverage.  Supplier shall notify the Servicers and the Co-op at least thirty
            (30) days in advance of any relevant and material changes in Supplier’s insurance coverage. Each certificate shall indicate
            that the coverage represented thereby shall not be canceled, or modified (to the Co-op’s, the Franchisor’s or Selected
            Buyers' detriment), until at least thirty (30) days prior written notice has been given to the Servicers and the Co-op.  The
            insurance requirements set forth herein are minimum coverage requirements and are not to be construed in any way as a
            limitation on Supplier’s liability under this Agreement.

                                        (g)       Insurance Coverage Limits.  In accordance with the foregoing provisions of this Section
            16, Supplier shall maintain insurance coverage of the types and in amounts not less than those set forth below for the
            Product Category applicable to the Products provided by Supplier to the System pursuant to this Agreement.  If at any time
            during the Term of this Agreement, Supplier provides the System Products in both Product categories listed below, the
            Supplier shall be subject to the insurance requirements of Product category A.  Supplier acknowledges and agrees that in the
            event there is a dispute or other disagreement regarding which Product category the Supplier’s Products fall into, the Co-op
            shall make the final determination regarding which Product category applies to the Products.  The insurance limits set forth
            below are subject to change from time to time upon the mutual agreement of the Co-op and Supplier.

            PRODUCT CATEGORY A


            Insurance Type                         Limits of Coverage

                                                   $5,000,000 per occurrence;
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