Page 496 - Onboarding May 2017

Servicers are relying on Supplier's skill and judgment to furnish suitable Products. Supplier warrants that the Products will be
fit for such particular purpose.

(b) Specifications. Supplier warrants that the Products shall conform in every respect to the
specifications for the Products provided, or to be provided, by the Servicers ("Specifications"), which Specifications are
incorporated herein by this reference. Supplier shall make no deviations from such Specifications unless previously
authorized in writing by a Servicer.

(c) Warranty of Conformity to Law. Supplier warrants that the Products have been or will be
manufactured, processed, fabricated and/or produced and may be shipped, sold and used in a customary manner without
violation of any law, ordinance, rule or regulation of any governmental or administrative body, including, but not limited to, the
Fair Labor Standards Act, the Federal Consumer Product Safety Act, the Federal Insecticide, Fungicide and Rodenticide Act,
the Food, Drug and Cosmetic Act, the Federal Hazardous Substances Act, the Federal Flammable Fabrics Act, the
Occupational Safety and Health Act of 1970, the Equal Employment Opportunity Act, the USA PATRIOT Act, any relevant
export and import laws, any laws concerning safety for children of all ages, and/or any rule or regulation promulgated
pursuant thereto. Supplier warrants that the Products will carry any required national, state or local certifications and labels
(and in the case of international sales, if any, made by Supplier, any appropriate international certifications and labels) which
may be required.

(d) Warranty of Title. Supplier warrants that it has the right to transfer good and merchantable title to the
Products; that the Products on delivery will be free from all security interests and other liens and encumbrances; and that the
Co-op and/or its Selected Buyers will have peaceful possession and quiet enjoyment of the Products.

(e) Warranty Against Infringement. Supplier warrants that neither the Products nor their normal use or
resale will infringe any patents, trademarks or copyrights (or other intellectual property rights of any third party) now existing
or hereafter issued by the United States of America or any foreign country; provided, however, Supplier shall make no
warranty regarding any infringement of logos, artwork or other graphic designs provided or created by the Servicers or their
affiliates. Supplier hereby agrees that upon notification by the Co-op, its Selected Buyers, and/or the Servicers of the
commencement of any action, claim, suit or proceeding against the Co-op, its Selected Buyers, and/or the Servicers alleging
infringement of any patent, trademark, copyright, or other intellectual property right of any third party, Supplier shall defend,
indemnify, and hold the Co-op, its Selected Buyers, and/or the Servicers and their affiliates harmless against any such
action, claim, suit, or proceeding, at Supplier's sole expense. Supplier hereby agrees that if the Products are held to infringe
any such patent, trademark, copyright or other intellectual property right of any third party, or the use of the Products is
otherwise enjoined, Supplier shall, at its sole expense, either: (i) procure for the Co-op, the Selected Buyers and the
Servicers the right to continue to use the Products, or (ii) replace the Products with non-infringing Products of equal or better
quality and quantity, or (iii) modify the Products to the extent necessary to cause them to be non-infringing without materially
affecting their value, or (iv) take back the Products and refund the price thereof; provided, however, that nothing in this
Section shall limit or otherwise affect any remedy at law or in equity that the Co-op, its Selected Buyers, and/or the Servicers
may have against Supplier for breach of any warranty or other obligation herein.

(f) Warranty of Merchantability. Supplier warrants that the Products shall be of merchantable quality.
Products to be of merchantable quality must be at least such as:

(i) Are of fair average quality and pass without objection in the trade under the contract
description;

(ii) Are fit for the ordinary purposes for which such Products are used;

(iii) Run, without variation, of even kind, quality and quantity within each unit and among all
units involved;

(iv) Are adequately contained, packaged and labeled in accordance with the Specifications,
or if none be stated, then in such manner as reasonably may be required for identification of the Products, source, and
relevant production information or as may be needed to facilitate a recall as otherwise provided herein and to assure the
protection of the Products from damage or destruction; and

(v) In the case of fungible items, are of fair average quality with the description.

(g) Warranty of Materials and Workmanship. Supplier warrants that the Products shall be free from
defects in materials and/or workmanship.