Management Agreements. As of the date hereof, each Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default by any Borrower thereunder. Neither the execution and delivery of the Loan Documents nor any Borrower’s performance thereunder will adversely affect any Borrower’s rights under any Management Agreement. None of the Borrowers nor any Manager has exercised any termination option under any Management Agreement, none of the Borrowers has given any notice to any Manager of any Borrower’s election to terminate any Management Agreement effective as of a date after the date hereof, none of the Borrowers has received from any Manager such Manager’s notice of its election to terminate any Management Agreement effective as of a date after the date hereof. The copies of the Management Agreements delivered to the Agent are true and complete, and there are no oral agreements with respect thereto. There is currently no project improvement plan or similar requirement imposed under any Management Agreement.

In order to induce the Lenders to enter into this Agreement and any Cash Management Bank or Hedge Bank to enter into any Secured Cash Management Agreement or Secured Hedge Agreement, as applicable, and to extend credit hereunder and thereunder and in recognition of the direct benefits to be received by the Guarantors from the Credit Extensions hereunder and any Secured Cash Management Agreement or Secured Hedge Agreement, each of the Guarantors hereby agrees with the Administrative Agent, the Lenders, the Cash Management Banks and the Hedge Banks, each Guarantor hereby unconditionally and irrevocably jointly and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all Obligations. If any or all of the indebtedness becomes due and payable hereunder or under any Secured Cash Management Agreement or Secured Hedge Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Cash Management Banks, the Hedge Banks, or their respective order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Obligations. The Guaranty set forth in this Article XI is a guaranty of timely payment and not of collection. The word “indebtedness” is used in this Article XI in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrowers, including specifically all Obligations, arising in connection with this Agreement, the other Loan Documents or any Secured Cash Management Agreement or Secured Hedge Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrowers may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable.

amend, modify or waive # any Loan Document so as to alter the ratable treatment of Obligations under Secured Hedge Agreements or # the definition of “Hedge Bank,” “Secured Hedge Agreement,” or “Obligations,” in each case in a manner that by its terms adversely affects the rights in respect of Hedge Banks differently from the rights of ​ generally without the prior written consent of Hedge Banks holding a majority in interest of the Obligations in respect of Secured Hedge Agreements then outstanding,

“Termination Conditions” means, collectively, # the payment in full in cash of the Obligations (other than # contingent indemnification obligations as to which no claim has been asserted, # Obligations under Secured Hedge Agreements as to which alternative arrangements acceptable to the Hedge Bank thereunder have been made and # Cash Management Obligations) and # the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless backstopped or Cash Collateralized in an amount equal to 103% of the maximum drawable amount of any such Letter of Credit or otherwise in an amount and/or in a manner reasonably acceptable to the Issuing Banks).

“Obligations” means # all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or 885707.04-LACSR02A - MSW

Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, Letter of Credit fees, Obligations under Secured Hedge Agreements and Cash Management Obligations) payable to the Lenders and the Issuing Banks (including Attorney Costs payable under [Section 11.04] and amounts payable under [Article III]) ratably among them in proportion to the amounts described in this clause Third payable to them;

upon termination of the aggregate Commitments and payment in full of all Secured Obligations (other than # contingent indemnification obligations, # obligations under Secured Cash Management Agreements and Secured Hedge Agreements and # any Letter of Credit as to which arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made) and the expiration or termination of all Letters of Credit (other than any Letter of Credit as to which arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), all obligations under the Loan Documents and all security interests created by the Collateral Documents shall be automatically released;

fifth, # to Cash Collateralization of LC Obligations, # to all Loans and # to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization thereof), in each case solely with respect to clause (iii), up to the amount of Availability Reserves existing therefor;

“Secured Obligation Designation Notice” means a notice substantially in the form of [Exhibit G] executed and delivered to the Administrative Agent by a counterparty (other than the Administrative Agent and its Affiliates) to a Swap Contract or a Cash Management Agreement in order that such Swap Agreement or Cash Management Agreement constitute a Secured Hedge Agreement or Secured Cash Management Agreement, respectively.

indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, and # all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, # all Existing Letters of Credit which remain outstanding on the Closing Date shall continue as Letters of Credit under this Agreement, and # all Secured Hedge Agreement and Secured Cash Management Agreements existing on the Closing Date shall continue as Secured Hedge Agreements and Secured Cash Management Agreements under this Agreement, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the respective Revolving Credit Commitment of the Lenders hereunder. By execution of this Agreement, each of the parties hereto who are parties to the Existing Credit Agreement consents to the amendment and restatement of the Existing Credit Agreement pursuant to the terms hereof.