Common use of National Accounts Clause in Contracts

National Accounts. The provisions of this Section shall not apply to accounts that are excluded from the definition of Distributor’s Accounts or are specifically designated as non-exclusive on Exhibit C hereto. Distributor agrees that should MEC wish to supply Products to any National Account (as defined below), MEC shall be entitled to make arrangements directly with such National Account and establish the terms of sale of Products to such National Account and the prices therefor, which shall take into account the prices and funding then being offered by Distributor and/or other distributors within whose territory the National Account has outlets, to such National Account or similar categories of customers. “National Account” shall mean a customer that sells at retail in more than fifty (50) stores and in multiple states. Should such National Account have one or more outlets within the Territory (“Outlets”), and agree to Outlets being serviced by Distributor, Distributor agrees to service the Outlets in accordance with such arrangements and on the same terms and at the same prices as MEC shall have agreed with the National Account concerned. Notwithstanding the foregoing, Distributor shall be entitled to elect not to service the Outlets by giving prompt written notice of such election to MEC. Should the National Account not agree to the Outlets being serviced by Distributor or should Distributor elect not to service the Outlets, MEC shall be entitled to service the Outlets directly. Both Distributor and MEC agree to use reasonable commercial good faith efforts to obtain the agreement of National Accounts to use DSD distribution with respect to the National Accounts. To the extent MEC services the Outlets directly and to the extent that MEC makes a commitment for funds or support in excess of what was agreed to by Distributor, any such excess shall be borne by MEC. In the event MEC services the Outlets directly, MEC shall bear sole liability and responsibility related to such Account and MEC shall pay to Distributor, during the remaining Term of this Agreement, an amount equal to *** percent *** of the Distributor’s average gross profit per case per Product line, calculated in accordance with the provisions of Section 12(a)(i)(A) above, for each case of Products sold by MEC to the Outlets [(but only on the excess of the amount by which the aggregate cases of Products sold to such outlets in the Territory during each Contract Year exceeds [ ] [( )] cases or the number of cases reduced pro rata for any period of less than one year)] within a reasonable time after receipt by MEC of all information necessary for the computation of the amount due under this Section 14, but in no event more frequently than twice per calendar year. For the purposes of this Agreement, the number of cases of Products sold by MEC to the Outlets during any period shall be determined by multiplying the total number of cases of Products sold by MEC directly to such National Account or regional division of such National Account, as the case may be, during the period concerned, by a fraction, the numerator of which shall be the number of Outlets within the Territory and the denominator of which shall be the total number of Outlets that the National Account has within the United States or within the regional division of such customer, as the case may be. Distributor shall not be liable to pay the Facilitation Fee on MEC’s direct sales to National Accounts.

National Accounts. The provisions of this Section shall not apply to accounts that are excluded from the definition of Distributor’s Accounts or are specifically designated as non-exclusive nonexclusive on Exhibit C hereto. Distributor agrees that should MEC wish to supply Products to any National Account (as defined below), MEC shall be entitled to make arrangements directly with such National Account and establish the terms of sale of Products to such National Account and the prices therefor, which shall take into account the prices and funding then being offered by Distributor and/or other distributors within whose territory the National Account has outlets, to such National Account or similar categories of customers. “National Account” shall mean a customer that sells at retail in more than fifty (50) stores and in multiple states. Should such National Account have one or more outlets within the Territory (“Outlets”), and agree to Outlets being serviced by Distributor, Distributor agrees to service the Outlets in accordance with such arrangements and on the same terms and at the same prices as MEC shall have agreed with the National Account concerned. Notwithstanding the foregoing, Distributor shall be entitled to elect not to service the Outlets by giving prompt written notice of such election to MEC. Should the National Account not agree to the Outlets being serviced by Distributor or should Distributor elect not to service the Outlets, MEC shall be entitled to service the Outlets directly. Both Distributor and MEC agree to use reasonable commercial good faith efforts to obtain the agreement of National Accounts to use DSD distribution with respect to the National Accounts. To the extent MEC services the Outlets directly and to the extent that MEC makes a commitment for funds or support in excess of what was agreed to by Distributor, any such excess shall be borne by MEC. In the event MEC services the Outlets directly, MEC shall bear sole liability and responsibility related to such National Account and MEC shall pay to Distributor, during the remaining Term of this Agreement, an amount equal to *** percent *** of the Distributor’s “average gross profit per case case” per Product linecase SKU, calculated in accordance with the provisions of Section 12(a)(i)(A) aboveabove (or based on MEC’s actual selling price of such Product case SKU if such Product case SKU is not sold by Distributor), for each case of Products such Product case SKU sold by MEC to the Outlets [(but only on the excess of the amount by which the aggregate cases of Products such Product case SKU/s sold to such outlets Outlets in the Territory during each Contract Year exceeds [ ] [( )] the number of cases set forth on Exhibit G or the number of cases reduced pro rata for any period of less than one year)] ) within a reasonable time after receipt by MEC of all information necessary for the computation of the amount due under this Section 14, but in no event more frequently than twice per calendar year. For the purposes of this Agreement, the number of cases of Products Product case SKU/s sold by MEC to the Outlets during any period shall be determined by multiplying the total number of cases of Products Product case SKU/s sold by MEC *** Indicates portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. directly to such National Account or regional division of such National Account, as the case may be, during the period concerned, by a fraction, the numerator of which shall be the number of Outlets within the Territory and the denominator of which shall be the total number of Outlets that the National Account has within the United States or within the regional division of such customer, as the case may be. Distributor shall not be liable to pay the Facilitation Fee on MEC’s direct sales to National Accounts.

National Accounts. The provisions of this Section shall not apply to accounts that are excluded from the definition of Distributor’s Accounts or are specifically designated as non-exclusive nonexclusive on Exhibit C hereto. Distributor agrees that should MEC wish to supply Products to any National Account (as defined below), MEC shall be entitled to make arrangements directly with such National Account and establish the terms of sale of Products to such National Account and the prices therefor, which shall take into account the prices and funding then being offered by Distributor and/or other distributors within whose territory the National Account has outlets, to such National Account or similar categories of customers. “National Account” shall mean a customer that sells at retail in more than fifty (50) stores and in multiple states. Should such National Account have one or more outlets within the Territory (“Outlets”), and agree to Outlets being serviced by Distributor, Distributor agrees to service the Outlets in accordance with such arrangements and on the same terms and at the same prices as MEC shall have agreed with the National Account concerned. Notwithstanding the foregoing, Distributor shall be entitled to elect not to service the Outlets by giving prompt written notice of such election to MEC. Should the National Account not agree to the Outlets being serviced by Distributor or should Distributor *** Indicates portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. elect not to service the Outlets, MEC shall be entitled to service the Outlets directly. Both Distributor and MEC agree to use reasonable commercial good faith efforts to obtain the agreement of National Accounts to use DSD distribution with respect to the National Accounts. To the extent MEC services the Outlets directly and to the extent that MEC makes a commitment for funds or support in excess of what was agreed to by Distributor, any such excess shall be borne by MEC. In the event MEC services the Outlets directly, MEC shall bear sole liability and responsibility related to such National Account and MEC shall pay to Distributor, during the remaining Term of this Agreement, an amount equal to *** percent *** of the Distributor’s “average gross profit per case case” per Product line, case SKU calculated in accordance with the provisions of Section 12(a)(i)(A) aboveabove (or based on MEC’s actual selling price of such Product case SKU if such Product case SKU is not sold by Distributor), for each case of Products such Product case SKU sold by MEC to the Outlets [(but only on the excess of the amount by which the aggregate cases of Products such Product case SKU/s sold to such outlets Outlets in the Territory during each Contract Year exceeds [ ] [( )] the number of cases set forth on Exhibit G or the number of cases reduced pro rata for any period of less than one year)] within a reasonable time after receipt by MEC of all information necessary for the computation of the amount due under this Section 14, but in no event more frequently than twice per calendar year. For the purposes of this Agreement, the number of cases of Products Product case SKU/s sold by MEC to the Outlets during any period shall be determined by multiplying the total number of cases of Products Product case SKU/s sold by MEC directly to such National Account or regional division of such National Account, as the case may be, during the period concerned, by a fraction, the numerator of which shall be the number of Outlets within the Territory and the denominator of which shall be the total number of Outlets that the National Account has within the United States or within the regional division of such customer, as the case may be. Distributor shall not be liable to pay the Facilitation Fee on MEC’s direct sales to National Accounts.

National Accounts. The provisions of this Section shall not apply to accounts that are excluded from the definition of Distributor’s Accounts or are specifically designated as non-exclusive nonexclusive on Exhibit C hereto. Distributor agrees that should MEC wish to supply Products to any National Account (as defined below), MEC shall be entitled to make arrangements directly with such National Account and establish the terms of sale of Products to such National Account and the prices therefor, which shall take into account the prices and funding then being offered by Distributor and/or other distributors within whose territory the National Account has outlets, to such National Account or similar categories of customers. “National Account” shall mean a customer that sells at retail in more than fifty (50) stores and in multiple states. Should such National Account have one or more outlets within the Territory (“Outlets”), and agree to Outlets being serviced by Distributor, Distributor agrees to service the Outlets in accordance with such arrangements and on the same terms and at the same prices as MEC shall have agreed with the National Account concerned. Notwithstanding the foregoing, Distributor shall be entitled to elect not to service the Outlets by giving prompt written notice of such election to MEC. Should the National Account not agree to the Outlets being serviced by Distributor or should Distributor elect not to service the Outlets, MEC shall be entitled to service the Outlets directly. Both Distributor and MEC agree to use reasonable commercial good faith efforts to obtain the agreement of National Accounts to use DSD distribution with respect to the National Accounts. To the extent MEC services the Outlets directly and to the extent that MEC makes a commitment for funds or support in excess of what was agreed to by Distributor, any such excess shall be borne by MEC. In the event MEC services the Outlets directly, MEC shall bear sole liability and responsibility related to such National Account and MEC shall pay to Distributor, during the remaining Term of this Agreement, an amount equal to [*** *] percent [*** *] of the Distributor’s “average gross profit per case case” per Product line, case SKU calculated in accordance with the provisions of Section 12(a)(i)(A) aboveabove (or based on MEC’s actual selling price of such Product case SKU if such Product case SKU is not sold by Distributor), for each case of Products such Product case SKU sold by MEC to the Outlets [(but only on the excess of the amount by which the aggregate cases of Products such Product case SKU/s sold to such outlets Outlets in the Territory during each Contract Year exceeds [ ] [( )] the number of cases set forth on Exhibit G or the number of cases reduced pro rata for any period of less than one year)] within a reasonable time after receipt by MEC of all information necessary for the computation of the amount due under this Section 14, but in no event more frequently than twice per calendar year. For the purposes of this Agreement, the number of cases of Products Product case SKU/s sold by MEC to the Outlets during any period shall be [***] – THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. determined by multiplying the total number of cases of Products Product case SKU/s sold by MEC directly to such National Account or regional division of such National Account, as the case may be, during the period concerned, by a fraction, the numerator of which shall be the number of Outlets within the Territory and the denominator of which shall be the total number of Outlets that the National Account has within the United States or within the regional division of such customer, as the case may be. Distributor shall not be liable to pay the Facilitation Fee on MEC’s direct sales to National Accounts.

National Accounts. 9.1 If the Company wishes to sell Product to a National Account, the Distributor shall give the Company its fullest cooperation to assist the Company or its designated supplier to supply Product to the National Account in question and to support any marketing or promotional activities initiated or endorsed by the Company for that National Account. 9.2 The provisions Company reserves the right, at its sole discretion, at any time during the term of this Section Agreement to sell Products to certain inaccessible accounts, categorized as either Promotional or Non-DSD accounts and described below, located within the Territory: (a) Promotional Accounts. Promotional Accounts shall be accounts targeted principally for their strong market presence. All future Promotional Accounts shall be mutually agreed to by the parties to this Agreement in writing. The Distributor shall not apply to accounts that are excluded from the definition of Distributor’s Accounts or are specifically designated as non-exclusive on Exhibit C hereto. Distributor agrees that should MEC wish to supply Products to any National Account (as defined below), MEC shall be entitled to make arrangements directly with such National Account and establish the terms of sale of Products any commission for any sales to such National Account and the prices therefor, which shall take into account the prices and funding then being offered by Distributor and/or other distributors within whose territory the National Account has outlets, to such National Account or similar categories of customers. “National Account” shall mean a customer that sells at retail in more than fifty (50) stores and in multiple states. Should such National Account have one or more outlets Promotional Accounts located within the Territory. (b) Non-DSD Accounts. Non-DSD Accounts are national or regional accounts in the Territory that (“Outlets”)i) require warehouse deliveries and do not permit their stores the option of receiving direct-store-delivery for any single-serve beverage products or (ii) only permit deliveries of single-serve beverage products from designated distributors. Provided these accounts do not re-sell on a wholesale basis, the Company will service these accounts exclusively and agree directly. The Company shall pay the Distributor * per case sold to Outlets being serviced by Distributorany of these accounts in the Territory for the first two years of the agreement or until the marketing fund has been used up, Distributor agrees to service the Outlets in accordance with such arrangements and whichever comes first. From there on the same terms and at per case fee will be * for the same prices as MEC shall have agreed with the National Account concernedremaining term of this Agreement. Notwithstanding the foregoing, Distributor shall All future Non-DSD Accounts must be entitled to elect not to service the Outlets by giving prompt written notice of such election to MEC. Should the National Account not agree to the Outlets being serviced by Distributor or should Distributor elect not to service the Outlets, MEC shall be entitled to service the Outlets directly. Both Distributor and MEC agree to use reasonable commercial good faith efforts to obtain the agreement of National Accounts to use DSD distribution with respect to the National Accounts. To the extent MEC services the Outlets directly and to the extent that MEC makes a commitment for funds or support in excess of what was mutually agreed to in writing by Distributor, any such excess shall be borne by MECthe parties to this Agreement. In the event MEC services these accounts are acquired by the Outlets directlyCompany, MEC the Company shall bear sole liability allocate a specified amount, based on these sales to the funding of regional advertising promotions in an effort to aid and responsibility related support all local distributors. 9.3 Unless otherwise provided herein, the Company and the Distributor agree to such Account consult with each other and MEC discuss, from time to time as may be appropriate, the level of marketing support assistance which the Distributor will provide or has provided to National Accounts in the Territory. If both parties agree that the level of marketing support and assistance given or to be given by the Distributor to National Accounts to promote and enhance the sale of Product in the Territory justifies additional compensation, the Company shall pay to the Distributor, during in addition to the remaining Term of this AgreementBase Compensation, an amount equal such additional compensation (the "Additional Compensation"), if any, is to *** percent *** of the Distributor’s average gross profit per case per Product line, calculated in accordance with the provisions of Section 12(a)(i)(A) above, for each case of Products be mutually agreed upon by both parties. 9.4 Any cases sold by MEC the Company to the Outlets [(but only on the excess of the amount by which the aggregate cases of Products sold to such outlets in the Territory during each Contract Year exceeds [ ] [( )] cases or the number of cases reduced pro rata for any period of less than one year)] within a reasonable time after receipt by MEC of all information necessary for the computation of the amount due under this Section 14, but in no event more frequently than twice per calendar year. For the purposes of this Agreement, the number of cases of Products sold by MEC to the Outlets during any period shall be determined by multiplying the total number of cases of Products sold by MEC directly to such National Account or regional division of such National Account, as the case may be, during the period concerned, by a fraction, the numerator of which shall be the number of Outlets within the Territory and the denominator of which shall be applied in calculating the total number of Outlets that the National Account has within the United States or within the regional division of such customer, as the case may be. sales level in section 14.4. 9.5 The Distributor shall not sell or distribute Product directly or indirectly to persons located outside of the Territory. The Distributor acknowledges that it shall be liable responsible to pay ensure that no person to whom it sells Product resells any such Product outside of the Facilitation Fee on MEC’s direct sales to National AccountsTerritory.

National Accounts. The provisions of this Section shall not apply only to accounts that are excluded from the definition have been assigned exclusively to Distributor in terms of Distributor’s Accounts or are specifically designated as non-exclusive on Exhibit C hereto. Distributor agrees that should MEC HBC wish to supply Products to any National Account (as defined below), MEC HBC shall be entitled to make arrangements directly with such National Account and establish the terms of sale of Products to such National Account and the prices therefor, which shall take into account the prices and funding then being offered by Distributor and/or other distributors within whose territory the National Account has outlets, to such National Account or similar categories of customerscustomer. “National Account” shall mean a customer that sells at retail in more than fifty (50) stores and in multiple states. Should such National Account have one or more outlets within the Territory (“Outlets”), and agree to Outlets being serviced by Distributor, Distributor agrees to service the Outlets in accordance with such arrangements and on the same terms and at the same prices as MEC HBC shall have agreed with the National Account concerned. Notwithstanding the foregoing, Distributor shall be entitled to elect not to service the Outlets by giving prompt written notice of such election to MECHBC. Should the National Account not agree to the Outlets being serviced by Distributor or should Distributor elect not to service the Outlets, MEC HBC shall be entitled to service the Outlets directly. Both Distributor and MEC HBC agree to use reasonable commercial good faith efforts to obtain the agreement of National Accounts to use DSD distribution with respect to the National Accounts. To the extent MEC HBC services the Outlets directly and to the extent that MEC HBC makes a commitment for funds or support in excess of what was agreed to by Distributor, any such excess shall be borne by MECHBC. In the event MEC HBC services the Outlets directly, MEC shall bear sole liability and responsibility related to such Account and MEC HBC shall pay to Distributor, during the remaining Term term of this Agreement, an amount equal to *** percent *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended. *** of the Distributor’s average gross profit per case per Product line, calculated in accordance with the provisions of Section 12(a)(i)(A12.a.(i)(A) above, for each case of Products sold by MEC HBC to the Outlets [(but only on the excess of the amount by which the aggregate cases of Products sold to such outlets in the Territory during each Contract Year exceeds [ ] [( )] cases or the number of cases reduced pro rata for any period of less than one year)] within a reasonable time after receipt by MEC HBC of all information necessary for the computation of the amount due under this Section 14, but in no event more frequently than twice per calendar year. For the purposes of this Agreement, the number of cases of Products sold by MEC HBC to the Outlets during any period shall be determined by multiplying the total number of cases of Products sold by MEC HBC directly to such National Account or regional division of such National Account, as the case may be, during the period concerned, by a fraction, the numerator of which shall be the number of Outlets within the Territory and the denominator of which shall be the total number of Outlets that the National Account has within the United States or within the regional division of such customer, as the case may be. Distributor shall not be liable to pay the Facilitation Fee on MECHBC’s direct sales to National Accounts.

National Accounts. The provisions of this Section shall not apply to accounts that are excluded from the definition of Distributor’s Accounts or are specifically designated as non-exclusive nonexclusive on Exhibit C hereto. Distributor agrees that should MEC wish to supply Products to any National Account (as defined below), MEC shall be entitled to make arrangements directly with such National Account and establish the terms of sale of Products to such National Account and the prices therefor, which shall take into account the prices and funding then being offered by Distributor and/or other distributors within whose territory the National Account has outlets, to such National Account or similar categories of customers. “National Account” shall mean a customer that sells at retail in more than fifty (50) stores and in multiple states. Should such National Account have one or more outlets within the Territory (“Outlets”), and agree to Outlets being serviced by Distributor, Distributor agrees to service the Outlets in accordance with such arrangements and on the same terms and at the same prices as MEC shall have agreed with the National Account concerned. Notwithstanding the foregoing, Distributor shall be entitled to elect not to service the Outlets by giving prompt written notice of such election to MEC. Should the National Account not agree to the Outlets being serviced by Distributor or should Distributor elect not to service the Outlets, MEC shall be entitled to service the Outlets directly. Both Distributor and MEC agree to use reasonable commercial good faith efforts to obtain the agreement of National Accounts to use DSD distribution with respect to the National Accounts. To the extent MEC services the Outlets directly and to the extent that MEC makes a commitment for funds or support in excess of what was agreed to by Distributor, any such excess shall be borne by MEC. In the event MEC services the Outlets directly, MEC shall bear sole liability and responsibility related to such National Account and MEC shall pay to Distributor, during the remaining Term of this Agreement, an amount equal to [*** *] percent [*** *] of the Distributor’s “average gross profit per case case” per Product line, case SKU calculated in accordance with the provisions of Section 12(a)(i)(A) aboveabove (or based on MEC’s actual selling price of such Product case SKU if such Product case SKU is not sold by Distributor), for each case of Products such Product case SKU sold by MEC to the Outlets [(but only on the excess of the amount by which the aggregate cases of Products such Product case SKU/s sold to such outlets Outlets in the Territory during each Contract Year exceeds [ ] [( )] the number of cases set forth on Exhibit G or the number of cases reduced pro rata for any period of less than one year)] within a reasonable time after receipt by MEC of all information necessary for the computation of the amount due under this Section 14, but in no event more frequently than twice per calendar year. For the purposes of this Agreement, the number of cases of Products Product case SKU/s sold by MEC to the Outlets during any period shall be determined by multiplying the total number of cases of Products Product case SKU/s sold by MEC directly to such National Account or regional division of such National Account, as the case may be, during the period concerned, by a fraction, the numerator of which shall be the number of Outlets within the Territory and the denominator of which shall be the total number of Outlets that the National Account has within the United States or within the regional division of such customer, as the case may be. Distributor shall not be liable to pay the Facilitation Fee on MEC’s direct sales to National Accounts. [***] – THIS CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

National Accounts. The provisions of this Section shall not apply only to accounts that are excluded from the definition have been assigned exclusively to Distributor in terms of Distributor’s Accounts or are specifically designated as non-exclusive on Exhibit C hereto. Distributor agrees that should MEC HBC wish to supply Products to any National Account (as defined below), MEC HBC shall be entitled to make arrangements directly with such National Account and establish the terms of sale of Products to such National Account and the prices therefor, which shall take into account the prices and funding then being offered by Distributor and/or other distributors within whose territory the National Account has outlets, to such National Account or similar categories of customerscustomer. “National Account” shall mean a customer that sells at retail in more than fifty (50) stores and in multiple states. Should such National Account have one or more outlets within the Territory (“Outlets”), and agree to Outlets being serviced by Distributor, Distributor agrees to service the Outlets in accordance with such arrangements and on the same terms and at the same prices as MEC HBC shall have agreed with the National Account concerned. Notwithstanding the foregoing, Distributor shall be entitled to elect not to service the Outlets by giving prompt written notice of such election to MECHBC. Should the National Account not agree to the Outlets being serviced by Distributor or should Distributor elect not to service the Outlets, MEC HBC shall be entitled to service the Outlets directly. Both Distributor and MEC HBC agree to use reasonable commercial good faith efforts to obtain the agreement of National Accounts to use DSD distribution with respect to the National Accounts. To the extent MEC HBC services the Outlets directly and to the extent that MEC HBC makes a commitment for funds or support in excess of what was agreed to by Distributor, any such excess shall be borne by MECHBC. In the event MEC HBC services the Outlets directly, MEC shall bear sole liability and responsibility related to such Account and MEC HBC shall pay to Distributor, during the remaining Term term of this Agreement, an amount equal to *** percent *** of the Distributor’s average gross profit per case per Product line, calculated in accordance with the provisions of Section 12(a)(i)(A12.a.(i)(A) above, for each case of Products sold by MEC HBC to the Outlets [(but only on the excess of the amount by which the aggregate cases of Products sold to such outlets in the Territory during each Contract Year exceeds [ ] [( )] cases or the number of cases reduced pro rata for any period of less than one year)] within a reasonable time after receipt by MEC HBC of all information necessary for the computation of the amount due under this Section 14, but in no event more frequently than twice per calendar year. For the purposes of this Agreement, the number of cases of Products sold by MEC HBC to the Outlets during any period shall be determined by multiplying the total number of cases of Products sold by MEC HBC directly to such National Account or regional division of such National Account, as the case may be, during the period concerned, by a fraction, the numerator of which shall be the number of Outlets within the Territory and the denominator of which shall be the total number of Outlets that the National Account has within the United States or within the regional division of such customer, as the case may be. Distributor shall not be liable to pay the Facilitation Fee on MECHBC’s direct sales to National Accounts. *** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.