Page 502 - Onboarding May 2017

Selected Buyers, and/or the Servicers to claim damages, where supported by applicable law, or avail itself of any other
remedy provided under this Agreement or otherwise for such breach, nor constitute a waiver of the requirement of timely
performance of any obligations remaining to be performed by the delinquent party.

Item 43 - Force Majeure.
If fires, accidents, epidemics, embargos or directions of any governmental authority, acts of God, or other causes, or the
anticipation or fear of such events or causes, resulting in a verifiable Product Failure and beyond the control of Supplier or
the Co-op or its Selected Buyers (a “Force Majeure Event”) materially affect Supplier’s, the Co-op’s, or its Selected Buyers’
respective abilities to supply, order, effectively utilize, and/or take delivery of Products, as the case may be, then Supplier,
the Co-op, and/or its Selected Buyers, as appropriate, may, without liability to the other(s), suspend the production, order
and/or acceptance of Products hereunder, as the case may be, or terminate this Agreement in whole or part but in any event
only to the extent the Force Majeure Event prevents, or in the case of effective utilization, impedes, Supplier, the Co-op
and/or its Selected Buyers, as the case may be, from performing obligations hereunder.

Item 44 - Relationship of Parties.
Supplier is an independent contractor with respect to its performance of its obligations hereunder. Nothing contained herein
shall be deemed to create the relationship of partner, principal and agent, or joint venture between the parties. Supplier has
no right or authority to incur obligations of any kind in the name of or for the account of the Co-op, its Selected Buyers, and/or
the Servicers nor to commit or bind the Co-op, its Selected Buyers, and/or the Servicers to any contract or other obligation.

Item 45 - Assignment; Changes in Control.
Supplier may not assign its rights or obligations under the Agreement without the prior written consent of the Co-op. The Co-
op may, without Supplier's consent, assign its rights and obligations hereunder to one or more of its Selected Buyers.
Supplier shall provide to the Co-op prompt notice in writing of any change in control of Supplier. A change in control means
one or more transactions or events in which, or after which, 25% or more of the ownership or ability to control Supplier has
changed from one person or entity or group of persons or entities acting in concert to another person or entity or group of
persons or entities acting in concert.

Item 46 - Remedies.
Nothing in this Agreement shall limit the remedies which may be provided to the Co-op, Selected Buyers, and/or the
Servicers at law or in equity in connection with the sale and purchase of Products. All rights and remedies of the parties shall
be cumulative and not alternative, in addition to and not exclusive of any other rights or remedies provided for herein which
may be provided or permitted by law or equity in case of any breach, failure or default or threatened breach, failure or default
of any term, covenant or condition of this Agreement. The rights and remedies afforded either party, including but not limited
to those referenced in Section 30 herein, shall be continuing and not exhausted by any one or more uses thereof, and may
be exercised at any time or from time to time; and any option or election to enforce any such right or remedy may be
exercised or taken at any time and from time to time. The expiration or earlier termination of this Agreement, or the change in
status of a party, shall not discharge or release any party from any liability or obligation then accrued or any liability or
obligation continuing, or intended by its nature or terms to continue, beyond or arising out of the expiration or earlier
termination of this Agreement, or such change in status, including, without limitation, any warranties of Supplier.

Item 47 - Waiver.
Failure or delay on the part of either party to exercise any right, power, privilege, or remedy under this Agreement, shall not
constitute a waiver thereof. No waiver by either party of any provision hereof shall be deemed to have been made unless
made in writing and signed by the party in which enforcement is sought.

Item 48 - Binding Effect.
This Agreement shall be binding upon and shall inure to the benefit of Supplier and the Co-op, and, as provided in Section
19, Selected Buyers, as well as their successors and permitted assigns.

Item 49 - No Drafting Penalty.
Neither party to this Agreement shall be deemed to be the drafter of any of the provisions of this Agreement. No party hereto
shall thus take any position in any dispute resolution proceeding or otherwise that any vague or ambiguous provisions of this