Non-Confidentiality. Notwithstanding anything to the contrary herein, # Dealer acknowledges that this Master Confirmation may be intended to produce U.S. federal income tax benefits for Counterparty and # Counterparty and Dealer hereby agree that # Counterparty is not obligated to Dealer to keep confidential from any and all persons or otherwise limit the use of any aspect of this Master Confirmation relating to the structure or tax aspects hereof and # Dealer does not assert any claim of proprietary ownership in respect of any such aspect of this Master Confirmation.

Delivery of Cash. For the avoidance of doubt, nothing in this Master Confirmation shall be interpreted as requiring Counterparty to deliver cash in respect of the settlement of the Transactions contemplated by this Master Confirmation following payment by Counterparty of the relevant Prepayment Amount and any relevant Counterparty Additional Payment Amount, except in circumstances where the required cash settlement thereof is permitted for classification of the contract as equity by ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, as in effect on the relevant Trade Date (including, without limitation, where Counterparty so elects to deliver cash or fails timely to elect to deliver Shares or Alternative Delivery Property in respect of the settlement of such Transactions).

Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2 above if:

“Approved Counterparty” shall mean any Person whose long term senior unsecured debt rating at the time a particular Hedging Transaction is entered into is A or [[Unknown Identifier]] by S&P or Moody’s (or their equivalent), respectively, or higher; for the avoidance of doubt, Cargill shall be an Approved Counterparty.

With respect to any Material Contract to which any Governmental Authority is a counterparty:

seventh, to any Hedge Counterparty, any Subordinated Hedge Breakage Costs due but not paid;

The Transactions shall be the sole Transactions under the Agreement. If there exists any Master Agreement, in a form published by ISDA, between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which such a Master Agreement is deemed to exist between Dealer and Counterparty (each such ISDA Master Agreement, confirmation and other agreement, an “Other Agreement”), then notwithstanding anything to the contrary in any Other Agreement, the Transactions shall not be considered or deemed to be Transactions under, or otherwise governed by, any Other Agreement.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each other Agent, the Issuing Bank, the [[Organization B:Organization]], each Bank Product Provider and each counterparty to a Specified Hedging Agreement and such counterparty executes and delivers to the Administrative Agent a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such counterparty # appoints the Administrative Agent and the Collateral Agent as its agents under the applicable Loan Documents and # agrees to be bound by the provisions of ‎[Section 11.03], ‎[Section 11.09] and ‎[Section 11.12] as if it were a Lender hereunder.

"Swap Agreement Obligations" means all obligations of the Borrowers under each Swap Agreement to which any Borrower is a party and that # is with a counterparty that is the Administrative Agent or any of its Affiliates, # is in effect on the Closing Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Closing Date, or # is entered into after the Closing Date with any counterparty that is a Lender or an Affiliate of a Lender at the time such Swap Agreement is entered into or becomes a Lender or an Affiliate of a Lender after it has entered into such agreement, provided that any such counterparty (other than the Administrative Agent or its Affiliates) executes and delivers a Secured Obligation Designation Notice to the Administrative Agent (with a copy to the Borrowers).

Counterparty shall report each Transaction as required under the Exchange Act and the rules and regulations thereunder.