Notwithstanding anything to the contrary in any Loan Document, no Guarantor shall be deemed under this [Article XI] to be a guarantor of any Swap Obligations if such Guarantor was not an “eligible contract participant” as defined in § 1a(18) of the Commodity Exchange Act, at the time the guarantee under this [Article XI] becomes effective with respect to such Swap Obligation and to the extent that the providing of such guarantee by such Guarantor would violate the Commodity Exchange Act; provided however that in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, the guarantee of the Obligations of such Guarantor under this [Article XI] by a Guarantor that is also a Qualified ECP Guarantor shall be taken into account.

No Employment Contract. Nothing contained in the Plan will # confer upon a Participant any right to be employed by or remain employed by the Company or any Affiliate, or # limit or affect in any manner the right of the Company or any Affiliate to terminate the employment or adjust the compensation of a Participant.

No Implied Contract. Nothing contained in this Agreement shall be construed to impose any obligation on the Company or you to renew this Agreement or any portion hereof or on the Company to establish or maintain any benefit, welfare or compensation plan or program or to prevent the modification or termination of any benefit, welfare or compensation plan or program or any action or inaction with respect to any such benefit, welfare or compensation plan or program. The parties intend to be bound only upon full execution of a written agreement by both parties and no negotiation, exchange of draft, partial performance or tender of an agreement (including any extension or renewal of this Agreement) executed by one party shall be deemed to imply an agreement or the renewal or extension of any agreement relating to your employment with the Company. Neither the continuation of employment nor any other conduct shall be deemed to imply a continuing agreement upon the expiration of the Contract Period.

References to "Contract". References to "Contract" in the Contract shall be deemed to mean the Contract as amended by the Amendment.

Authorization and Contract. By executing the NewYou Brand Partner Agreement (“Agreement”), you apply for legal authorization to become a NewYou business owner and enter into contract with NewYou, LLC, hereinafter “NewYou.” You acknowledge that prior to signing you have received, read and understood the NewYou Income Disclosure Statement, that you have read and understood the NewYou Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on http://newyoupro.com/new/, and that you have read and agree to all terms set forth in this Agreement. NewYou reserves the right to reject any application for any reason within thirty (30) days of receipt.

No Employment Contract. The Participant acknowledges that this Agreement does not constitute a contract for employment for any period of time.

Material Agreements. If there is a default in any material agreement to which # Borrower is a party and such default # involves Debt in an aggregate principal amount equal to ​ or more and # either # occurs at the final maturity of the obligations thereunder, or # results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of Borrower’s obligations thereunder or to terminate such agreement or # Guarantor is a party and such default # involves Debt in an aggregate principal amount equal to ​ or more and # either # occurs at the final maturity of the obligations thereunder, or # results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of Guarantor’s obligations thereunder or to terminate such agreement;

Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Material Breach. Subject to [Section 3.2.3], either Party may terminate this Agreement for cause at any time during the Term by giving written notice to the other Party in the event that such other Party commits a material breach of its obligations under this Agreement and such material breach remains uncured for ninety (90) days from the date of such notice; provided, however, that if any breach is not reasonably curable within ninety (90) days and if the breaching Party is making a bona fide effort to cure such breach, such termination shall be delayed for a time period to be agreed by both Parties in order to permit the breaching Party a reasonable period of time to cure such breach.

Material Agreements. All material agreements to which FDOC is a party are included as part of or specifically identified in the FDOC Reports to the extent required by the rules and regulations of the SEC as in effect at the time of filing (“Material Agreements”). Except for the Material Agreements, FDOC has no contracts. Neither FDOC nor, to FDOC’s knowledge, any other party to the Material Agreements, is in breach of or default under any of such contracts.