Page 495 - Onboarding May 2017

transfer or other reasonably prompt method to the Co-op's account within seven (7) days after the close of the specified
accounting period.

Item 18 - Benefit of Agreement.
Supplier agrees that the Prices for the Products have been negotiated for the sole and exclusive benefit of the Co-op and its
Selected Buyers and are based on the many advantages offered by the Co-op and/or its Selected Buyers, including, without
limitation, among others, expected volume, the credit rating of the Co-op and the forecasting of the Co-op's and the System's
needs. Supplier shall make sales under this Agreement exclusively for final delivery to the Co-op and its Selected Buyers, as
the case may be; provided, however, the Co-op shall have no financial or other liability whatsoever for any purchases made
by Selected Buyers hereunder.

Item 19 - Third Party Beneficiaries.
The Selected Buyers and the Servicers shall be third party beneficiaries of Supplier's obligations and restrictions under this
Agreement and shall be entitled to enforce such obligations and restrictions directly against Supplier.

Item 20 - Product Sale Restrictions.

Supplier shall not sell Products under the terms and conditions of this Agreement to any Person other than the Co-op and its
Selected Buyers. Notwithstanding the foregoing, Supplier shall not sell labeled Products or Products proprietary to the
System to any Person other than the Co-op and its Selected Buyers under the terms and conditions of the Agreement or
otherwise.

Item 21 - Certain Rights of Selected Buyers.
Except as otherwise provided herein, any consent, notice, approval, authorization, acceptance, inspection or shipment of, or
payment for Products ordered by a Selected Buyer, may be given by a Selected Buyer (instead of the Co-op).

Item 22 - Disposition of Remaining Inventory.
Supplier at its sole expense will be responsible for the destruction and disposal, in a lawful and responsible manner, of any
inventory which is proprietary to Selected Buyers which Selected Buyers do not purchase as provided in Sections 15(a) or
32(c). For any remaining inventory which is not proprietary, Supplier at its own risk may sell such inventory to third parties,
but only if Supplier (i) at its own expense removes all packaging or other items which bear the names or trademarks of
Selected Buyers or the Servicers or their affiliates, and (ii) does not directly or indirectly inform the purchasers of such
inventory that it was formerly intended for use by Selected Buyers. In either event, Supplier agrees to indemnify the Co-op
and Selected Buyers against any claims and expenses (including reasonable attorneys’ fees) concerning such remaining
inventory.

Item 23 - Financial Information.
Supplier shall from time to time provide the Co-op with information concerning Supplier as the Co-op may reasonably request
(including, as available, audited and/or unaudited financial statements of Supplier) to confirm that Supplier has the financial
strength and stability to perform its obligations under this Agreement.

Item 24 - Authorization.
The parties represent and warrant that they have the full authority to enter into and perform this Agreement. The individuals
executing this Agreement on behalf of the parties represent and warrant that they have the full and complete authority to do
so and that the parties will be bound thereby.

Item 25 - Warranties of Supplier.
In addition to any warranties that may be required by the Servicers in connection with their supplier approval procedures, the
following warranties shall run to the benefit of the Co-op, its Selected Buyers, and the Servicers and their heirs, successors,
and assigns.

(a) Fitness for Particular Purpose. The Co-op, its Selected Buyers, and/or the Servicers have informed
Supplier of the particular purpose for which the Products are required and that the Co-op, its Selected Buyers, and/or the